Sotherly Hotels Faces Delisting Concerns

TL;DR

SOHO's 8-K flags potential delisting issues - stock might be in trouble.

AI Summary

Sotherly Hotels Inc. (SOHO) filed an 8-K on August 23, 2024, to report a notice of delisting or failure to satisfy a continued listing rule or standard. The company is also addressing Regulation FD disclosures and filing financial statements and exhibits. This filing indicates potential issues with the company's continued listing on an exchange.

Why It Matters

This filing signals potential financial distress or non-compliance with exchange rules, which could lead to the company's stock being delisted, impacting investor liquidity and valuation.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant red flag for investors, indicating severe financial or operational problems.

Key Players & Entities

• Sotherly Hotels Inc. (company) — Filer of the 8-K
• SOHO (company) — Ticker symbol for Sotherly Hotels Inc.
• 20240823 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

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

Filing Documents

• soho-20240820.htm (8-K) — 73KB
• soho-ex99_1.htm (EX-99.1) — 23KB
• img42542370_0.jpg (GRAPHIC) — 159KB
• 0000950170-24-100158.txt ( ) — 508KB
• soho-20240820.xsd (EX-101.SCH) — 63KB
• soho-20240820_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 August 12, 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 June 30, 2024 (the "Form 10-Q") with the U.S. Securities and Exchange Commission (the "SEC"). On August 20, 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 is not in compliance 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. Previously, Nasdaq granted the Company an exception until November 18, 2024 to file its delinquent Form 10-Q for the period ended March 31, 2024 (the "Initial Delinquent Filing"). As a result, any additional Nasdaq exception will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or until November 18, 2024. In accordance with Nasdaq's listing rules, the Company has until September 4, 2024 to submit to Nasdaq an update to its original plan to regain compliance with Nasdaq's listing rules (the "Updated Plan"). The Company intends to submit the Updated 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 23, 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 August 23, 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: August 23, 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