8-K

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 eventreported): March 31, 2020

PROCACCIANTI HOTEL REIT, INC.

(Exact Name of Registrant as Specifiedin Its Charter)

1140 Reservoir Avenue

Cranston, Rhode Island 02920-6320

(Address of principal executive offices)

(401) 946-4600

(Registrant’s telephone number,including area code)

N/A

(Former name or former address, if changedsince 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:

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

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).

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2020, the stockholders of Procaccianti Hotel REIT, Inc. (the “Company”) approved (1) a proposal to amend the Company’s charter (the “Charter”) in order to increase the rate at which cash distributions on shares of Class K common stock, par value $0.01 per share (“K Shares”), shares of Class K-I common stock, par value $0.01 per share (“K-I Shares”), and shares of Class K-T common stock, par value $0.01 per share (“Class K-T Shares”), automatically accrue under the Charter from 6% to 7% per annum of the K Share Distribution Base (as defined in the Charter) of such K Share, K-I Share Distribution Base (as defined in the Charter) of such K-I Share and K-T Share Distribution Base (as defined in the Charter) of such K-T Share, respectively (as defined herein). Pursuant to the Charter, the K-I Share Distribution Base is equal to $10.00 per K-I Share, the K Share Distribution Base is equal to $10.00 per K Share, and the K-T Share Distribution Base is equal $10.00 per K-T Share, each subject to reduction due to any special distributions of excess cash from net sales proceeds that the board of directors of the Company (the “Board”) may authorize the Company to pay, and (2) a proposal to amend the Charter in order to increase the maximum rate at which distributions on shares of Class A common stock (“A Shares”) may be authorized by the Board and declared by the Company from 6% to 7% of the stated value of an A Share ($10.00) from income and cash flow from ordinary operations on a cumulative basis.

The Company mailed to the State Department of Assessments and Taxation of Maryland an amendment to the Company’s Articles of Amendment and Restatement (the “Articles of Amendment”) to implement the changes to the Charter described above, which will be effective with respect to distributions that accrue on March 31, 2020. The foregoing summary is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

PROCACCIANTIHOTEL REIT, INC.

ARTICLES OF AMENDMENT

Procaccianti Hotel REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting the first sentence of Section 5.2.3 of Article V in its entirety and substituting in lieu thereof a new sentence to read as follows:

Subject to the preferential rights of the holders of any class or series of Shares ranking senior to K-I Shares, K Shares and K-T Shares as to the payment of Distributions and except as may otherwise be specified in the Charter, (a) the holder of each K-I Share shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of legally available funds, cumulative cash Distributions on each K-I Share at the rate of seven percent per annum of the K-I Share Distribution Base for such K-I Share, (b) the holder of each K Share shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of legally available funds, cumulative cash Distributions on each K Share at the rate of seven percent per annum of the K Share Distribution Base for such K Share and (c) the holder of each K-T Share shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of legally available funds, cumulative cash Distributions on each K-T Share at the rate of seven percent per annum of the K-T Share Distribution Base for such K-T Share.

SECOND: The Charter is hereby further amended by deleting the first sentence of Section 5.4.2 of Article V in its entirety and substituting in lieu thereof a new sentence to read as follows:

Following the payment in full of all accumulated, accrued and unpaid Distributions on the K-I Shares, K Shares and K-T Shares and on any Parity Securities and the payment of any accrued asset management fees payable to the Advisor (and any interest thereon), the holder of each Common Share shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of legally available funds, Distributions on each Common Share at a rate not to exceed seven percent of each Common Share’s stated value of $10.00 per share from income and cash flow from ordinary operations on a cumulative basis (the “Common Ordinary Distributions”).

THIRD: The amendments to the Charter as set forth above have been duly advised by the Board of Directors and approved by the stockholders of the Corporation entitled to vote thereon as required by law.

FOURTH: There has been no increase in the authorized shares of stock of the Corporation effected by the amendments to the Charter as set forth above.

FIFTH: These Articles of Amendment shall be effective on March 31, 2020.

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Chief Financial Officer and Treasurer on this 17th day of March, 2020.