Filed Pursuant to Rule 424(b)(3)

 Registration No. 333-252369

 

Prospectus Supplement No. 2

(To Prospectus dated February 3, 2021, as amended by

Prospectus Supplement No. 1 dated February 12, 2021)

 

 

 

ASHFORD HOSPITALITY TRUST, INC.

 

This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated February 3, 2021, as amended by Prospectus Supplement No. 1, dated February 12, 2021 (the “Prospectus”), relating to the offer and sale of up to 13,718,319 shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”), by YA II PN, Ltd. (“YA”). 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 February 23, 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 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 February 23, 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): February 23, 2021

 

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   001-31775   86-1062192

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(IRS employer identification
number)

 

14185 Dallas Parkway, Suite 1100    
Dallas, Texas   75254

(Address of principal executive
offices)

  (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)

 

x 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))

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   AHT   New York Stock Exchange
Preferred Stock, Series D   AHT-PD   New York Stock Exchange
Preferred Stock, Series F   AHT-PF   New York Stock Exchange
Preferred Stock, Series G   AHT-PG   New York Stock Exchange
Preferred Stock, Series H   AHT-PH   New York Stock Exchange
Preferred Stock, Series I   AHT-PI   New York Stock Exchange

 

 

 

 

 

 

Item 8.01 Other Events.

 

On February 23, 2021, Ashford Hospitality Trust, Inc. issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit
No.
  Description
99.1   Press Release, dated February 23, 2021.
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

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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.

 

  ASHFORD HOSPITALITY TRUST, INC.
   
  By:  /s/ Robert G. Haiman
    Robert G. Haiman
    Executive Vice President, General Counsel & Secretary

 

Date: February 23, 2021

 

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