Form 8-K

8-K — INNSUITES HOSPITALITY TRUST

Accession: 0001493152-26-042648

Filed: 2026-09-15

Period: 2026-09-11

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

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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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): September 11, 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

Shares 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.

September 10, 2026, InnSuites Hospitality Trust (the “Trust”) received written notice from NYSE American LLC (“NYSE

American”) indicating that the Compliance Plan submitted by Trust has been accepted by NYSE Regulation and grant a plan period

(“Plan Period”) through December 24, 2027 (“Plan Period Deadline”). The Trust is not in compliance with NYSE

American continued listing standards currently, but its listing is being continued pursuant to an extension. NYSE Regulation staff will

review the Company periodically for compliance with the initiatives outlined in the plan. If the Company is not in compliance with the

continued listing standards by the Plan Period Deadline (December 24, 2027), or if the Company does not make progress consistent with

the plan during the Plan Period, NYSE Regulation staff could initiate delisting proceedings as appropriate. The Company may appeal a

staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

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 is currently taking steps and applicable actions intended to continue to increase stockholders’ equity and support continued

listing compliance. On August 19, 2026, the Trust increased stockholders’ equity by $3 million, as one step toward returning to

NYSE American listing compliance. The Trust expects that these efforts may include, subject to applicable approvals and conditions, one

or more of the following: 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.

There

can be no assurance that any proposed transaction or initiative will be completed, that the Trust will be able to maintain 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.

10.1

InnSuites Hospitality Trust NYSE American Acceptance Letter

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: September 11, 2026

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Press Release

104

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Inline XBRL document)

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

IHT

RECEIVES NYSE-AMERICAN APPROVAL FOR COMPLIANCE PLAN; REVERSE MERGER DISCUSSIONS CONTINUE

Phoenix,

AZ, September 14, 2026 - InnSuites Hospitality Trust (NYSE American: IHT) announced today that it has received notice from the NYSE-American

that the Compliance Plan previously submitted on July 24, 2026 has been accepted, and the Trust has been granted a plan period through

December 24, 2027. Although the Trust is not currently in compliance with NYSE American continued listing standards, its listing is being

continued pursuant to an extension.

The

Trust timely submitted the compliance plan to NYSE American on July 24, 2026, advising NYSE American of actions the Trust has taken or

intends to take to regain compliance with the continued listing standards. The 18-month cure period allows the Trust to regain compliance

by/before December 24, 2027.

The

Trust recently increased stockholders’ equity by approximately $3.0 million, as part of IHT’s efforts in regaining compliance.

The Trust continues to pursue strategic alternatives, including a potential reverse merger or other strategic transactions, with operational

initiatives underway intended to improve hotel gross operating profits.

All

such actions are 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.

IHT

has exceeded $4 million in total hotel revenues for the Fiscal First Half of the current Fiscal Year (February 1, 2026 through January

31, 2027), including combined hotel July revenue of $600,293, an all-time record for the month of July for the two hotels combined. 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, submit, and successfully complete a credible

compliance plan to NYSE American.

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. IHT has received a recent surge of interest in a merger, based on

its valuable NYSE American trading platform. IHT is further attractive with its recent $3 million increased equity base.

Consolidated

Net Income for the Fiscal First Quarter was $74,702, an increase of 48% from the prior year Fiscal First Quarter ended April 30, 2026

(February 1, 2026, through April 30, 2026).

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 Fiscal First Quarter.

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, and bodes well

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

cost effective electric generation innovation. Even though it is high risk, UniGen offers IHT high upside potential.

February 20, 2026, James Wirth, IHT President, was elected Chairman, CEO, and President of UniGen, while Marc Berg, IHT EVP, 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 merger or reverse merger

future, plus improving hospitality profitability before non-cash depreciation and other non-cash items, along with the recent increase

of IHT equity of $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 future plans include annual dividends, with the

next dividend tentatively scheduled for February 15, 2027, at the beginning of the 2028 Fiscal Year.

Management

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

a positive basis for the Trust. 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.

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 related-party indebtedness into

IHT equity; potential capital-raising, capitalization restructuring, or strategic transactions; potential merger or reverse merger opportunities;

operating initiatives; hotel operating trends; future annual 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 merger or 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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