UNITED STATES SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 8, 2013
|INNSUITES HOSPITALITY TRUST|
|(Exact Name of Registrant as Specified in Charter)|
|(State or Other Jurisdiction
|InnSuites Hotels Centre, 1625 E. Northern Avenue,
|Suite 105, Phoenix, Arizona
|(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code (602) 944-1500
|(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))|
|Item 3.01||Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On January 8, 2013, InnSuites Hospitality Trust (the “Trust”)
received a letter from the NYSE MKT LLC (f/k/a AMEX) (the “NYSE MKT”) informing the Trust that the staff of the NYSE
MKT’s Corporate Compliance Department has determined that the Trust is not in compliance with Section 1003(a)(ii) of the
NYSE MKT Company Guide due to the Trust having stockholders’ equity of less than $4.0 million and net losses in three of
its four most recent fiscal years.
The NYSE MKT’s letter informed the Trust that, to maintain
its listing, it must submit a plan of compliance by February 7, 2013, addressing how it intends to regain compliance with the NYSE
MKT’s continued listing standards by January 31, 2014 (the “Plan Period”). The NYSE MKT’s letter provides
that if the plan submitted by the Trust is accepted by the NYSE MKT, the Trust may be able to continue its listing during the Plan
Period, during which time it will be subject to periodic review to determine whether it is making progress consistent with the
The Trust has been monitoring its stockholders’ equity
and reviewing potential actions that can be taken to increase its stockholders’ equity to maintain compliance with the NYSE
MKT’s listing standards. The Trust intends to submit a proposed plan of compliance to the NYSE MKT by the deadline of February
|Item 5.02||Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
After more than 12 years of service, Mr. Anthony Waters, Chief
Financial Officer and Chief Technology Officer of the Trust, notified the Trust on January 9, 2013 of his intention to retire effective
immediately. Mr. Waters has served as Chief Financial Officer of the Trust since February 25, 2000.
A copy of the press release announcing Mr. Waters’ retirement
and the receipt of a non-compliance letter from the NYSE MKT is attached as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.
|99.1||Press Release of InnSuites Hospitality Trust, dated January
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.
||InnSuites Hospitality Trust
||/s/ Pamela J. Barnhill
||Pamela J. Barnhill
||President and Chief Operating Officer
Date: January 14, 2013