8-K - IOR - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of earliest event reported): March 25, 2022

INCOME

OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1603 LBJ Freeway, Suite 800 Dallas, Texas	75234
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(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (469) 522-4200

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<br>Act (17 CPR 230.425)
☐	J Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CPR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CPR 240.13e-4(c))
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Securities registered pursuant to Section l 2(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common<br> Stock, par value $0.01	IOR	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 (§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.

Section 2 - Financial Information

Item 2.02. Results of Operations and FinancialCondition

On March 25, 2022, Income Opportunity Realty Investors, Inc. ("IOR" or the "Company") announced its operational results for the quarter ended December 31, 2021. A copy of the announcement is attached as Exhibit "99.1."

The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit "99.1" attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 9

Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits.

The following exhibit is furnished with this Report:

Exhibit No.	Description
99.1*	Press release dated March 25, 2022

___________________

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

INCOME OPPORTUNITY REALTY INVESTORS, INC.

Dated:<br> March 28, 2022	By:	/s/ <br> ERIK L. JOHNSON
		Erik L. Johnson
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Income Opportunity Realty Investors, Inc. 8-K

Exhibit 99.1

NEWS RELEASE	Contact:
FOR IMMEDIATE RELEASE	Income Opportunity Realty Investors, Inc.<br><br> <br>Investor Relations<br><br> <br>Erik Johnson (800) 400-6407<br><br> <br>investor.relations@incomeopp-realty.com

Income OpportunityRealty Investors, Inc. Reports Fourth Quarter 2021 Results

Income Opportunity Realty Investors, Inc. ReportsEarnings for Q4 2021

DALLAS (March 25, 2022) -- Income Opportunity Realty Investors, Inc. (NYSE American “IOR”) is reporting its results of operations for the quarter ended December 31, 2021. For the three months ended December 31, 2021, we reported net income attributable to common shares of $0.7 million or $0.17 per diluted share, compared to $1.3 million or $0.32 per diluted share for the same period in 2020.

Financial Results

Net income attributable to common shares decreased $0.6 million from $1.3 million for the three months ended December 31, 2020 to $0.7 million for the three months ended December 31, 2021. The decrease in net income is primarily attributed to a tax credit received in the prior year.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, currently holds a portfolio of notes receivable. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.

Income Opportunity Realty Investors, Inc.

Investor Relations

Erik Johnson, (800) 400-6407

Investor.relations@incomeopp-realty.com

INCOME OPPORTUNITY REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTSOF OPERATIONS

(Dollars in thousands, except per share amounts)

****	Three Months Ended December 31,						Twelve Months Ended December 31,
****	2021			2020			2021			2020
Revenues:
Other income		—			—			—			—
Expenses:
General and administrative		94			89			470			450
Advisory fee to related party		259			316			1,108			1,139
Total operating expenses		353			405			1,578			1,589
Net operating loss		(353	)		(405	)		(1,578	)		(1,589	)
Interest income from related parties		1,256			1,302			4,953			5,373
Other income		—			808			1,179			1,550
Income tax provision		(188	)		(358	)		(956	)		(1,120	)
Net income applicable to common shares		715			1,347			3,598			4,214
Earnings per share - basic and diluted
Basic and diluted	$	0.17		$	0.32		$	0.86		$	1.01
Weighted average common shares used in computing earnings per share
Basic and diluted		4,168,414			4,168,414			4,168,414			4,168,414