Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
February 23 2021 - 6:34AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252369
Prospectus Supplement No. 2
(To Prospectus dated February 3, 2021, as amended by
Prospectus Supplement No. 1 dated February 12, 2021)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 2 (this
“Prospectus Supplement”) to our Prospectus, dated February 3, 2021, as amended by Prospectus Supplement No.
1, dated February 12, 2021 (the “Prospectus”), relating to the offer and sale of up to 13,718,319 shares of
common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”),
by YA II PN, Ltd. (“YA”). Terms used but not defined in this Prospectus Supplement have the meanings ascribed
to them in the Prospectus.
We have attached to this Prospectus Supplement
our current report on Form 8-K filed February 23, 2021. The attached information updates and supplements, and should be read together
with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves
a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page 16 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is
February 23, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 23, 2021
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-31775
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86-1062192
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(State or
other jurisdiction of
incorporation or
organization)
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(Commission File
Number)
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(IRS employer identification
number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive
offices)
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(Zip code)
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Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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AHT
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New York Stock Exchange
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Preferred Stock, Series D
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AHT-PD
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New York Stock Exchange
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Preferred Stock, Series F
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AHT-PF
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New York Stock Exchange
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Preferred Stock, Series G
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AHT-PG
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New York Stock Exchange
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Preferred Stock, Series H
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AHT-PH
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New York Stock Exchange
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Preferred Stock, Series I
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AHT-PI
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New York Stock Exchange
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On February 23, 2021, Ashford
Hospitality Trust, Inc. issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ASHFORD HOSPITALITY TRUST, INC.
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By:
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/s/
Robert G. Haiman
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Robert
G. Haiman
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Executive
Vice President, General Counsel & Secretary
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Date: February 23, 2021
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