Ashford Inc. (Holding Company) filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Professional Services
Consumer Discretionary
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): July 29, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (972 ) 490-9600
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Securities registered pursuant to Section 12(b) of the Act:
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ITEM 7.01 REGULATION FD DISCLOSURE
On July 31, 2024 Ashford Inc. (the “Company”) issued a press release related to the matters herein. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
On July 29, 2024, in connection with its previously announced plan to withdraw and delist its common stock from trading on the NYSE American LLC stock exchange (the “NYSE American”) and deregister its common stock under the Exchange Act, the Company effected a 1-for-10,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) followed immediately by a 10,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” together with the Reverse Stock Split, the “Transaction”), at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively. Following the Transaction, there were 2,066,860 shares outstanding.
The NYSE American has filed with the Securities and Exchange Commission (the “SEC”) a Form 25 to effectuate the removal of the Company’s common stock from listing on the NYSE American and to deregister the common stock under Section 12(b) of the Exchange Act. As a result, Ashford common stock will no longer be listed on the NYSE American. The Company intends to terminate the registration of common stock under the Exchange Act and cease reporting as a public company.
The press release announcing the Board’s effectuation of the Transaction and deregistration of the Company’s common stock is filed as Exhibit 99.1 and is incorporated by reference herein.
For more information regarding the Company’s deregistration and delisting transaction, please refer to the definitive proxy statement on Schedule 14A filed with the SEC on June 21, 2024.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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.
Dated: July 31, 2024
| ASHFORD INC. | ||||||||
| By: | /s/ ALEX ROSE | |||||||
| Alex Rose | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
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