Form 8-K

8-K — INNSUITES HOSPITALITY TRUST

Accession: 0001493152-26-031405

Filed: 2026-07-01

Period: 2026-06-24

CIK: 0000082473

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

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

Item: Financial Statements and Exhibits

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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): June 24, 2026

Commission

File Number 1-07062

INNSUITES

HOSPITALITY TRUST

(Exact

name of registrant as specified in its charter)

Ohio

34-6647590

(State

or other jurisdiction

incorporation or organization)

(I.R.S.

Employer

Identification

Number)

InnSuites

Hospitality Centre

1730

E. Northern Avenue, Suite 122

Phoenix,

AZ 85020

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (602) 944-1500

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:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

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))

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

of beneficial interest without par value

IHT

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

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

June 24, 2026, InnSuites Hospitality Trust (the “Trust”) received written notice

from NYSE American LLC

(“NYSE American”) indicating that

the Trust is not in compliance with the continued listing standards set forth in Section

1003(a)(i)

of the NYSE American Company Guide.

The notice states that the Trust reported

stockholders’ deficit

of approximately $(921,921)

as of April 30, 2026, and losses from continuing

operations and/or net losses in

two of its three most recent fiscal years ended January 31, 2026.

The

notice has no immediate effect on the listing or trading of the Trust’s shares of beneficial interest on NYSE American, subject

to the Trust’s compliance with NYSE American’s other continued listing requirements.

The

notice requires the Trust to submit

a plan of compliance by July 24, 2026, advising NYSE American of actions the

Trust has taken or will take to regain

compliance with the continued listing standards by December

24, 2027. The Trust intends to timely submit a compliance

plan to NYSE American.

The

Trust is currently evaluating actions intended to increase stockholders’ equity and support

continued listing compliance. The Trust expects that its compliance plan may include, subject to applicable approvals and conditions,

one or more of the following: conversion of certain

RRF LLLP units

into IHT shares,

conversion of certain related-party

indebtedness into IHT equity

at a market-based price, capital-raising transactions, debt or capitalization restructuring, strategic transactions, reduction or deferral

of certain cash uses, and

operational initiatives

intended to improve hotel gross operating profits.

Any such actions remain subject to applicable board or committee approval, accounting confirmation,

NYSE American requirements, securities law compliance, and other conditions.

NYSE American accepts the Trust’s compliance plan, the Trust will be subject to periodic review, including quarterly monitoring,

for compliance with the plan. If the Trust does not submit a plan, if NYSE American does not accept the plan, if the Trust does not regain

compliance by December 24, 2027, or if the Trust does not make progress consistent with the plan during the plan period, NYSE American

may initiate delisting proceedings.

The

notice also states that five business days following receipt of the notice, the Trust will be added to the list of NYSE American noncompliant

issuers and a below compliance indicator, “.BC,” will be disseminated with the Trust’s ticker symbol. The website posting

and indicator will be removed when the Trust has regained compliance with all applicable continued listing standards.

There

can be no assurance that NYSE American will accept the Trust’s compliance plan, that any proposed transaction or initiative will

be completed, that the Trust will be able to regain compliance within the plan period, or that the Trust will otherwise remain in compliance

with other NYSE American continued listing standards.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibit.

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

By:

/s/

James F. Wirth

James

F. Wirth

Chairman

and Chief Executive Officer

Date:

June 30, 2026

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

INNSUITES

HOSPITALITY TRUST ANNOUNCES NYSE AMERICAN NOTICE AND PLANNED COMPLIANCE INITIATIVES; REVERSE MERGER DISCUSSIONS CONTINUE

Phoenix,

AZ, June 30, 2026 - InnSuites Hospitality Trust (NYSE American: IHT) announced today that it received written notice from NYSE American

LLC (“NYSE American”) on June 24, 2026, indicating that the Trust is not in compliance with the continued listing standard

set forth in Section 1003(a)(i) of the NYSE American Company Guide.

The

NYSE American notice states that the Trust reported stockholders’ deficit of approximately $(921,921) as of April 30, 2026, and

losses from continuing operations and/or net losses in two of its three most recent fiscal years ended January 31, 2026. Under Section

1003(a)(i), NYSE American requires a listed company to maintain stockholders’ equity of at least $2.0 million if the company has

reported losses from continuing operations and/or net losses in two of its three most recent fiscal years.

The

notice has no immediate effect on the listing or trading of the Trust’s shares of beneficial interest on NYSE American, subject

to the Trust’s compliance with NYSE American’s other continued listing requirements. The Trust intends to timely submit a

compliance plan to NYSE American by July 24, 2026, advising NYSE American of actions the Trust has taken or intends to take to regain

compliance with the continued listing standards by December 24, 2027.

The

Trust is currently evaluating actions intended to increase stockholders’ equity by approximately $3.0 million to $3.3 million and

support continued listing compliance. The Trust expects that its proposed compliance plan may include, subject to applicable approvals

and conditions, one or more of the following: conversion of certain RRF LLLP units into IHT shares; conversion of certain related-party

indebtedness into IHT equity at a market-based price; capital-raising or capitalization restructuring transactions; reduction or deferral

of certain cash uses; continued pursuit of strategic alternatives, including a potential reverse merger or other strategic transaction;

and operational initiatives intended to improve hotel gross operating profits.

Any

such actions remain subject to applicable board or committee approval, accounting confirmation, NYSE American requirements, securities

law compliance, market conditions, and other conditions. There can be no assurance that NYSE American will accept the Trust’s compliance

plan, that any proposed transaction or initiative will be completed, that the Trust will regain compliance within the plan period, or

that the Trust will otherwise continue to satisfy other NYSE American continued listing standards.

NYSE American accepts the Trust’s compliance plan, the Trust will be subject to periodic review, including quarterly monitoring,

for compliance with the plan. If the Trust does not submit a plan, if NYSE American does not accept the plan, if the Trust does not regain

compliance by December 24, 2027, or if the Trust does not make progress consistent with the plan during the plan period, NYSE American

may initiate delisting proceedings.

The

NYSE American notice also states that five business days following receipt of the notice, the Trust will be added to the list of NYSE

American noncompliant issuers and a below compliance indicator, “.BC,” will be disseminated with the Trust’s ticker

symbol. The website posting and indicator will be removed when the Trust has regained compliance with all applicable continued listing

standards.

IHT

also reported combined hotel revenue of approximately $2.9 million for the first four fiscal months of fiscal 2027, including combined

hotel May revenue of $652,786. Management believes these operating results, together with the Trust’s ongoing review of capitalization

alternatives, strategic alternatives, and selected diversification opportunities, support the Trust’s efforts to develop and submit

a credible compliance plan to NYSE American.

The

Trust continues to evaluate opportunities to increase stockholders’ equity and diversify its business, including potential strategic

transactions, capitalization initiatives, and selected business opportunities. No assurance can be given that any such opportunity will

be completed or successful.

IHT

also continues to evaluate IBC Hotels, LLC and InnDependent Boutique Collection as potential diversification opportunities related to

independent hotel and resort reservations, boutique branding, and related hotel services.

The

Board of Trustees for InnSuites Hospitality Trust has announced the 2026 Annual Meeting of Shareholders of InnSuites Hospitality Trust

will be held on August 12, 2026. The results of the 2026 Shareholder Vote will be available shortly thereafter and will be disclosed

in the Trust’s 8-K, accordingly.

InnSuites

Hospitality Trust continues to explore diversification opportunities and opportunities to increase Equity, potentially including UniGen

Power, IBC independent hotel services, and a reverse merger, which is of high interest.

RRF

LLLP, the 76% owned subsidiary Management Company for IHT, manages the IHT Hotels, as well as InnDependent Boutique Collection (IBC Hotels,

LLC). IBC and UniGen are both diversification opportunities for IHT.

Consolidated

Net Loss for Fiscal Year 2026 before non-cash expense items of depreciation, non-cash Best Western Travel Rewards credit expenses, and

non-cash impairment for the Fiscal Year 2026 (February 1, 2025, through January 31, 2026) was $(342,679).

Consolidated

Net Income before non-cash expense items of depreciation and non-cash Best Western Travel Rewards credit expenses, was a positive profit

of $307,326 for the 2027 First Fiscal Quarter ended April 30, 2026 (February 1, 2026, through April 30, 2026).

the process of ownership and management of branded and unbranded hotels, IHT recognized an unfulfilled need to provide hotel reservations,

branding, and hotel services for global independent hotels, which at the time and still represent half the hotels in the world. In February

2014, IHT founded IBC Hotels, LLC to exploit this unfulfilled opportunity, developing reservations, branding, and related hotel services

doing business as “InnDependent Boutique Collection “(IBC Hotels). Initial success in providing reservations for an IHT operated

independent hotel was substantial. As this independent hotel services opportunity and the size of this potential demand was increasingly

recognized in the travel industry, IBC Hotels was sold in August 2018 to a foreign hotel company planning expansion of independent hotel

reservations and services internationally.

March 5, 2025, REF , an investment entity owned by the chairman and family of IHT majority IHT shareholder, purchased IBC Hotels, LLC,

and hired RRF LLLP, the management company subsidiary of InnSuites Hospitality Trust (IHT), to manage the rebirth of IBC, to benefit

from the substantial unfulfilled need worldwide for independent hotel and resort reservations, Boutique branding, and related hotel services.

In the process, RRF LLLP, obtained a five-year option to purchase, at cost, IBC Hotels, LLC. This option is believed to provide IHT a

valuable upside opportunity, if successful, to profit from the revitalization of InnDependent Boutique Collection (IBC Hotels).

With

the continued growing demand for electricity from data centers plus the influx of electric vehicles, as well as projected growing needs

for artificial intelligence, increased demand for electricity over the next five years is projected to approximately double, which bodes

well for the IHT investment in UniGen Power, Inc. This product is a potentially power industry disruptive relatively clean energy cost

effective electric generation innovation, and even though it is high risk, it offers IHT substantial high upside potential.

February 20, 2026, James Wirth was elected Chairman, CEO, and President of UniGen, while Marc Berg was elected as Vice Chairman, EVP,

and Secretary/Treasurer of UniGen, with plans to rejuvenate the UniGen progress to benefit all the UniGen debt and equity holders, including

IHT. Target date for the first two prototype engines to be ready for testing is in less than two years.

IHT

management believes that due to real estate held on the books of IHT at book values significantly below current market value, due to

clean energy diversification high profit potential ahead, IBC independent hotel services prospects, a potential reverse merger possibility,

and improving hospitality profitability before non-cash depreciation and other non-cash items, along with the planned increase of IHT

equity of approximately $3-3.3 million, the IHT future looks bright.

Our

most recent dividend paid in February 2026, at the start of the current Fiscal Year 2027, extended IHT’s uninterrupted, continuous

annual dividends to 56 years, since 1971, when IHT was first listed on the NYSE. IHT anticipates its’ next dividend will be in

February 2027, at the beginning of the 2028 Fiscal Year.

Management

believes that the Trust’s hotel operating results, real estate assets, potential capitalization initiatives, and strategic alternatives

provide a basis for the Trust’s compliance planning efforts. However, there can be no assurance that any of these initiatives will

be successful, that the Trust will complete any equity-enhancing transaction, or that the Trust will regain or maintain compliance with

NYSE American continued listing standards.

The

Trust’s most recent dividend was paid in February 2026, at the start of fiscal year 2027. The Trust continues to evaluate dividend

policy considering operating results, liquidity, capital needs, NYSE American compliance considerations, and other relevant factors.

For

more information, visit www.innsuitestrust.com and www.innsuites.com.

Forward-Looking

Statements

With

the exception of historical information, matters discussed in this news release may include “forward-looking statements”

within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Trust’s

intended submission of a compliance plan to NYSE American; the Trust’s ability to regain compliance with NYSE American continued

listing standards; potential actions to increase stockholders’ equity; potential conversion of RRF LLLP units; potential conversion

of related-party indebtedness into IHT equity; potential capital-raising, capitalization restructuring, or strategic transactions; potential

reverse merger opportunities; operating initiatives; hotel operating trends; future dividends; diversification opportunities; opportunities

involving IBC Hotels, LLC and UniGen Power, Inc.; and expected costs, benefits, timing, or results of any of the foregoing.

Actual

developments, business decisions, results, and future actions may differ materially from those expressed or implied by such forward-looking

statements. Important factors, among others, that could cause actual results and future actions to differ materially include: NYSE American’s

review of the Trust’s compliance plan; the Trust’s ability to complete any equity-enhancing transaction; the Trust’s

ability to regain and maintain compliance with NYSE American continued listing standards; the availability, terms, and timing of financing

or capitalization alternatives; the outcome of any related-party transaction review; accounting treatment of proposed transactions; required

board, committee, NYSE American, shareholder, or other approvals; market conditions; hotel operating results; seasonality; liquidity

needs; the outcome of any reverse merger or strategic transaction discussions; the timing and success of potential diversification initiatives;

risks relating to IBC Hotels, LLC and UniGen Power, Inc.; economic effects of international conflicts, tariffs, inflation, interest rates,

travel industry conditions, and other macroeconomic factors; and the risks described in the Trust’s filings with the Securities

and Exchange Commission.

The

Trust undertakes no obligation to update any forward-looking statement contained in this news release to reflect events or circumstances

after the date of this news release, except as required by applicable law.

FOR

FURTHER INFORMATION:

Marc

Berg, Executive Vice President

602-944-1500

email:

mberg@innsuites.com

INNSUITES

HOSPITALITY CENTRE

1730

E. NORTHERN AVENUE, #122

Phoenix,

Arizona 85020

Phone:

602-944-1500

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