Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260442
Prospectus Supplement No. 7
(To Prospectus dated November 2, 2021 as amended by
Prospectus Supplement No. 1 dated November 8, 2021
Prospectus Supplement No. 2 dated November 17, 2021
Prospectus Supplement No. 3 dated November 23, 2021
Prospectus Supplement No. 4 dated December 17, 2021
Prospectus Supplement No. 5 dated December 28, 2021
and
Prospectus Supplement No. 6 dated January 6, 2022)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 7 (this “Prospectus
Supplement”)
to our Prospectus, dated November 2, 2021, as amended by Prospectus
Supplement No. 1, dated November 8, 2021, Prospectus Supplement No.
2, dated November 17, 2021, Prospectus Supplement No. 3, dated
November 23, 2021, Prospectus Supplement No. 4, dated December 17,
2021, Prospectus Supplement No. 5, dated December 28, 2021 and
Prospectus Supplement No. 6, dated January 6, 2022 (the
“Prospectus”),
relating to the offer and sale of up to 1,745,260 shares of common
stock, par value $0.01 (“Common
Stock”),
of Ashford Hospitality Trust, Inc. (the “Company”),
by Oaktree Capital Management, L.P. Terms used but not defined in
this Prospectus Supplement have the meanings ascribed to them in
the Prospectus.
We have attached to this Prospectus Supplement our current report
on Form 8-K filed January 18, 2022. The attached information
updates and supplements, and should be read together with, the
Prospectus, as supplemented from time to time.
Investing in our Common Stock involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors” beginning on page 16 of the Prospectus,
and under similar headings in any amendments or supplements to the
Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of the
Prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus Supplement is January 18,
2022.
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): January 18,
2022
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-31775 |
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86-1062192 |
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(State or other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(IRS employer identification number) |
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14185 Dallas Parkway, Suite 1200 |
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Dallas |
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Texas |
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75254 |
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(Address of principal executive offices) |
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(Zip code) |
Registrant’s telephone number, including area code: (972)
490-9600
Not Applicable
(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:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14-a-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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If 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.
¨
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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AHT |
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New York Stock Exchange |
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Preferred Stock, Series D |
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AHT-PD |
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New York Stock Exchange |
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Preferred Stock, Series F |
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AHT-PF |
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New York Stock Exchange |
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Preferred Stock, Series G |
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AHT-PG |
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New York Stock Exchange |
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Preferred Stock, Series H |
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AHT-PH |
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New York Stock Exchange |
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Preferred Stock, Series I |
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AHT-PI |
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New York Stock Exchange |
ITEM 8.01 OTHER EVENTS.
As previously disclosed, in June 2020, Ashford Hospitality Trust,
Inc. (the “Company”
or “Ashford
Trust”),
Braemar Hotels & Resorts Inc. (“Braemar”),
Ashford Inc., and Lismore Capital II LLC, a subsidiary of Ashford
Inc., each received an administrative subpoena from the staff of
the Securities and Exchange Commission (the “SEC”).
On January 18, 2022, the Company issued a press release announcing
that, on January 11, 2022, the Company received a letter from the
staff of the SEC stating that the SEC’s investigation is concluded,
and that the SEC enforcement staff does not intend to recommend any
action by the SEC against Ashford Trust. The press release also
states that Braemar and Ashford Inc. also each received a letter
stating that the SEC’s investigation is concluded, and that the SEC
enforcement staff does not intend to recommend any action against
the respective company. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File
(formatted in Inline XBRL and contained in Exhibit
101)
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.
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ASHFORD HOSPITALITY TRUST, INC. |
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Dated: January 18, 2022 |
By: |
/s/ Alex Rose |
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Alex Rose |
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Executive Vice President, General Counsel &
Secretary |
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