Sotherly Hotels Faces Nasdaq Delisting Warning

TL;DR

Nasdaq's kicking SOHO off the list, company's scrambling to fix it.

AI Summary

Sotherly Hotels LP (ticker: SOHO) announced on May 22, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet continued listing requirements. The company is currently evaluating its options and plans to regain compliance.

Why It Matters

This filing signals potential delisting from Nasdaq, which could impact the liquidity and valuation of Sotherly Hotels' securities.

Risk Assessment

Risk Level: high — Receiving a delisting notice from a major stock exchange like Nasdaq presents a significant risk to the company's market presence and investor confidence.

Key Players & Entities

• Sotherly Hotels LP (company) — Filer of the 8-K
• Nasdaq Stock Market (company) — Exchange issuing delisting notice
• Sotherly Hotels Inc. (company) — Related entity

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SOHO The NASDAQ Stock Mar

Filing Documents

• soho-20240522.htm (8-K) — 73KB
• soho-ex99_1.htm (EX-99.1) — 23KB
• img42542370_0.jpg (GRAPHIC) — 159KB
• 0000950170-24-065778.txt ( ) — 508KB
• soho-20240522.xsd (EX-101.SCH) — 64KB
• soho-20240522_htm.xml (XML) — 12KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in a Form 12b-25 Notification of Late Filing (the "Form 12b-25") filed on May 16, 2024 by Sotherly Hotels Inc., a Maryland corporation (the "Company"), and Sotherly Hotels LP (the "Partnership"), a Delaware limited partnership of which the Company is the sole general partner (each a "Registrant," and together, the "Registrants"), the Registrants are delayed in filing their Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the "Form 10-Q") with the U.S. Securities and Exchange Commission (the "SEC"). On May 22, 2024, the Company received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because the Company is delinquent in filing its Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing of the Company's common stock or preferred stock on the Nasdaq Global Market. In accordance with Nasdaq's listing rules, the Company has 60 calendar days after the Notice to submit a plan of compliance (the "Plan") to Nasdaq addressing how the Company intends to regain compliance with Nasdaq's listing rules. If Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-Q, or until November 11, 2024, to regain compliance. The Company intends to submit the Plan and take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable. As previously disclosed, the filing of the Form 10-Q is delayed due to the matters described in the Form 12b-25. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the Form 10-Q as soon as practica

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 29, 2024, the Company issued a press release disclosing receipt of the Notice. A copy of the press release is attached to the Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein. In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release of Sotherly Hotels Inc. dated May 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Date: May 29, 2024 SOTHERLY HOTELS INC. By: /s/ Anthony E. Domalski Anthony E. Domalski Chief Financial Officer SOTHERLY HOTELS LP by its General Partner, SOTHERLY HOTELS INC. By: /s/ Anthony E. Domalski Anthony E. Domalski Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR