Amendment: SEC Form SC TO-T/A filed by Income Opportunity Realty Investors Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D) A (1) OR SECTION 13(E)(1) OF THE

SECURITIES EXCHANGES ACT OF 1934

(AMENDMENT NO. 3)

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Name of Subject Company)

TRANSCONTINENTAL REALTY INVESTORS, INC.

(Offeror)
(Names of Filing Persons)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

452926108

(CUSIP Number of Class of Securities)

Erik L. Johnson, President and Chief Executive Officer
Transcontinental Realty Investors, Inc.
1603 LBJ Freeway, Suite 800
Dallas, Texas 75234
Telephone: (469) 522-4200

(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Steven C. Metzger, Esq.
Metzger Law PLLC
4709 W. Lovers Lane, Suite 200
Dallas, Texas 75209
Telephone: 214-740-5030

This Amendment No. 3 to Schedule TO (this “Amendment”) amends portions of an original Statement on Schedule TO filed December 16, 2024, by Transcontinental Realty Investors, Inc., a Nevada corporation (the “Offeror” or “TCI”) with respect to TCI’s offer to purchase up to 100,000 shares of the outstanding shares of common stock, par value $0.01 per share (each a “Share” and collectively the “Shares”) of Income Opportunity Realty Investors, Inc., a Nevada corporation (“IOR”) at a purchase price of $18 per Share, net to the seller in cash, without interest (the “Offer Price”) and less any taxes required to be withheld, upon the terms and conditions set forth in the Offer to Purchase dated December 16, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which together with the Offer to Purchase, as such may be amended or supplemented from time to time, constitute the “Offer”).

This Amendment is being filed on behalf of the Offeror to reflect and disclose Shares tendered by the initial Expiration Time of January 15, 2025 at 5 pm, New York City time, which has been extended to January 29, 2025 at 5 pm New City time (the “Expiration Time”) and to add additional exhibits. Except as otherwise set forth in this Amendment, the information set forth in the Schedule T/O, as amended by Amendments No. 1 and 2, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings as scribed to them in the Schedule TO.

ITEMS 1THROUGH 9; ITEM 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs thereto:

On January 15, 2025, the Depositary advised TCI that as of 5:00 o’clock p.m., New York City time on January 15, 2025, at least 126,915 Shares had been tendered pursuant to the Offer and not withdrawn.

The full text of the announcement is attached as Exhibit (A) (5) (C) to this Amendment and is incorporated herein by reference.

Amendments to the Offer to Purchase and Other Exhibits to the Schedule TO.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, have been amended and supplemented by adding the following thereto:

All references regarding the scheduled expiration of the Offer being “5:00 p.m., New York City time, on January 15, 2025” set forth in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are hereby amended and replaced with “5:00 p.m., New York City time, on January 29, 2025.”

ITEM 12 EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of the respective knowledge or belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.