Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259427
Prospectus Supplement No. 8
(To Prospectus dated September 29, 2021 as amended by
Prospectus Supplement No. 1 dated October 5, 2021
Prospectus Supplement No. 2 dated October 12, 2021
Prospectus Supplement No. 3 dated October 13, 2021
Prospectus Supplement No. 4 dated October 26, 2021
Prospectus Supplement No. 5 dated November 8, 2021
Prospectus Supplement No. 6 dated November 17, 2021
and
Prospectus Supplement No. 7 dated November 23, 2021)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 8 (this “Prospectus
Supplement”)
to our Prospectus, dated September 29, 2021, as amended by
Prospectus Supplement No. 1, dated October 5, 2021, Prospectus
Supplement No. 2, dated October 12, 2021, Prospectus Supplement No.
3, dated October 13, 2021, Prospectus Supplement No. 4, dated
October 26, 2021, Prospectus Supplement No. 5, dated November 8,
2021, Prospectus Supplement No. 6, dated November 17, 2021 and
Prospectus Supplement No. 7, dated November 23, 2021 (the
“Prospectus”),
relating to the offer and sale of up to 6,040,888 shares of common
stock, par value $0.01 (“Common
Stock”),
of Ashford Hospitality Trust, Inc. (the “Company”),
by M3A LP. 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 December 17, 2021. 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 15 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 December 17,
2021.
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): December 17,
2021
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 appropriated box 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 2.02 RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
On December 17, 2021, Ashford Hospitality Trust, Inc. (the
“Company”) issued a press release announcing its preliminary
operating results for the month of November 2021. A copy of the
press release is attached hereto as Exhibit 99.1.
The information in this Current Report shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set
forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS.
The disclosure set forth under Items 2.02 and 9.01, including the
press release attached as Exhibit 99.1, 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.
Dated: December 17, 2021
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ASHFORD HOSPITALITY TRUST, INC. |
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By: |
/s/ Deric S. Eubanks |
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Deric S. Eubanks |
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Chief Financial Officer |
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