8-K - PRXA - Equibles

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 28, 2023

PROCACCIANTI HOTEL REIT, INC.

(Exact Name of Registrant as Specified in ItsCharter)

Maryland	000-56272	81-3661609
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

1140 Reservoir Avenue

Cranston, RhodeIsland

02920-6320

(Address of principalexecutive offices)

(401) 946-4600

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed sincelast 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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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	x
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.	x

Item 1.01 Entry into a Material Definitive Agreement

Rent Confirmation

On December 28, 2023, the board of directors of Procaccianti Hotel REIT, Inc. (the “Company”) (i) authorized the entry into a Confirmation of Renewal Period Rent, effective as of December 31, 2023 (the “Hotel Indigo Rent Confirmation”), by and between PHR TCI, LLC, a Delaware limited company and wholly-owned subsidiary of the Company (“PHR TCI”), and PHR TCI OPCO SUB, LLC, a Michigan limited company and wholly-owned subsidiary of the Company (“PHR TCI OPCO SUB”), which, among other things, establishes the rents for the first renewal period of that certain Amended and Restated Hotel Lease, dated August 15, 2018, by and between PHR TCI and PHR TCI OPCO SUB.

A copy of the Hotel Indigo Rent Confirmation is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirely by reference to the full text of the Hotel Indigo Rent Confirmation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Confirmation of Renewal Period Rent, by and between PHR TCI and PHR TCI OPCO SUB, effective as of December 31, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	PROCACCIANTI HOTEL REIT, INC.
Date: December 28,<br> 2023	By:	/s/ Gregory Vickowski
		Gregory Vickowski
		Chief Financial Officer

Exhibit 10.1

CONFIRMATION OF RENEWAL PERIOD RENT

This CONFIRMATION OF RENEWAL PERIOD RENT (this "Agreement") is made effective as of the 31^st^ day of December, 2023 (the "Effective Date"), by and between PHR TCI, LLC, a Delaware limited liability company ("Landlord"), and PHR TCI OPCO SUB, LLC, a Michigan limited liability company ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Hotel Lease dated August 15, 2018 (the "Lease") for certain real property located at 263 W Grandview Parkway, Traverse City, Michigan 49684, as more particularly described in the Lease (the "Land") and all improvements thereon, including the building that is being operated as a hotel consisting of guest rooms and other facilities owned by Landlord (the "Leased Property").

WHEREAS, in connection with the automatic extension of Term pursuant to Section 2.2 of the Lease, Landlord and Tenant desire to confirm and agree upon the Base Rent and Percentage Rent during the first Renewal Term of the Lease, in the manner herein set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

1. Definitions/Recitals. Terms used but not defined in this Agreement will have the definitions given to them in the Lease. The recitals set forth above are incorporated herein and made a part of this Agreement to the same extent as if set forth herein in full.

2. Rent. During the Renewal Term, Rent shall be paid in accordance with the following:

Fixed Rent: Fixed Rent shall be paid monthly in the amounts shown on the table attached hereto as Exhibit A.

Percentage Rent: Percentage Rent shall be paid monthly in the percentages in excess of the corresponding Gross Revenue figure as shown on the table attached hereto as Exhibit B.

Except as provided above, the specific method and timing of payment of Rent under this Section 3 shall continue to be governed by the Lease.

3. Ratifications. Except as provided otherwise herein, the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and reaffirm the terms, covenants, premises, warranties, representations and conditions hereof and thereof. The Lease, as amended hereby, shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective heirs, successors, assigns and anyone claiming by, through and under any of them, whether voluntary by act of the parties or involuntary by operation of law.

4. Authority. By execution hereof, each of Tenant and Landlord represents and warrants that it has the power to make, deliver and perform under this Agreement.

5. Counterpart Execution. This Agreement may be executed in one or more signature page counterparts, each of which, when combined with the remainder of this Agreement, shall constitute one and the same document. Transmission of an executed signature page of this Agreement by email shall be effective to create a binding agreement, but the transmitting party must thereafter provide an original signature page to the other party upon request.

[Signatures appear on nextpage]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered effective as of the day and year first above written.

LANDLORD:
PHR TCI, LLC,
a Delaware limited liability company
By:	/s/ James A. Procaccianti
Name:	James A. Procaccianti
Its:	Authorized Signer
TENANT:
PHR TCI OPCO SUB, LLC,
a Michigan limited liability company
By:	/s/ James A. Procaccianti
Name:	James A. Procaccianti
Its:	Authorized Signer

Exhibit A

Fixed Rent

Month/Year	Fixed Rent
1/31/24	136,645
2/29/24	136,645
3/31/24	136,645
4/30/24	136,645
5/31/24	136,645
6/30/24	136,645
7/31/24	136,645
8/31/24	136,645
9/30/24	136,645
10/31/24	136,645
11/30/24	136,645
12/31/24	136,645
1/31/25	141,850
2/28/25	141,850
3/31/25	141,850
4/30/25	141,850
5/31/25	141,850
6/30/25	141,850
7/31/25	141,850
8/31/25	141,850
9/30/25	141,850
10/31/25	141,850
---	---
11/30/25	141,850
12/31/25	141,850
1/31/26	141,703
2/28/26	141,703
3/31/26	141,703
4/30/26	141,703
5/31/26	141,703
6/30/26	141,703
7/31/26	141,703
8/31/26	141,703
9/30/26	141,703
10/31/26	141,703
11/30/26	141,703
12/31/26	141,703
1/31/27	141,130
2/28/27	141,130
3/31/27	141,130
4/30/27	141,130
5/31/27	141,130
6/30/27	141,130
7/31/27	141,130
8/31/27	141,130
9/30/27	141,130
10/31/27	141,130
---	---
11/30/27	141,130
12/31/27	141,130
1/31/28	140,468
2/29/28	140,468
3/31/28	140,468
4/30/28	140,468
5/31/28	140,468
6/30/28	140,468
7/31/28	140,468
8/31/28	140,468
9/30/28	140,468
10/31/28	140,468
11/30/28	140,468
12/31/28	140,468

Exhibit B

Percentage Rent

Month/Year	Gross Revenue Floor	Percentage Rent
1/31/24	211,309	76.63%
2/29/24	267,005	76.63%
3/31/24	270,559	76.63%
4/30/24	317,278	76.63%
5/31/24	550,684	76.63%
6/30/24	803,451	76.63%
7/31/24	1,163,942	76.63%
8/31/24	1,085,178	76.63%
9/30/24	703,532	76.63%
10/31/24	630,482	76.63%
11/30/24	314,180	76.63%
12/31/24	332,399	76.63%
1/31/25	211,309	70.23%
2/28/25	267,005	70.23%
3/31/25	270,559	70.23%
4/30/25	317,278	70.23%
5/31/25	550,684	70.23%
6/30/25	803,451	70.23%
7/31/25	1,163,942	70.23%
8/31/25	1,085,178	70.23%
9/30/25	703,532	70.23%
10/31/25	630,482	70.23%
11/30/25	314,180	70.23%
12/31/25	332,399	70.23%
1/31/26	211,309	66.28%
2/28/26	267,005	66.28%
3/31/26	270,559	66.28%
4/30/26	317,278	66.28%
5/31/26	550,684	66.28%
6/30/26	803,451	66.28%
7/31/26	1,163,942	66.28%
8/31/26	1,085,178	66.28%
9/30/26	703,532	66.28%
10/31/26	630,482	66.28%
11/30/26	314,180	66.28%
12/31/26	332,399	66.28%
1/31/27	211,309	62.70%
2/28/27	267,005	62.70%

3/31/27	270,559	62.70%
4/30/27	317,278	62.70%
5/31/27	550,684	62.70%
6/30/27	803,451	62.70%
7/31/27	1,163,942	62.70%
8/31/27	1,085,178	62.70%
9/30/27	703,532	62.70%
10/31/27	630,482	62.70%
11/30/27	314,180	62.70%
12/31/27	332,399	62.70%
1/31/28	211,309	59.34%
2/29/28	267,005	59.34%
3/31/28	270,559	59.34%
4/30/28	317,278	59.34%
5/31/28	550,684	59.34%
6/30/28	803,451	59.34%
7/31/28	1,163,942	59.34%
8/31/28	1,085,178	59.34%
9/30/28	703,532	59.34%
10/31/28	630,482	59.34%
11/30/28	314,180	59.34%
12/31/28	332,399	59.34%