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 event reported): May 23, 2022

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Maryland (Sotherly Hotels Inc.)<br><br><br>Delaware (Sotherly Hotels LP)	001-32379 (Sotherly Hotels Inc.)<br><br><br>001-36091 (Sotherly Hotels LP)	20-1531029 (Sotherly Hotels Inc.)<br><br><br>20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)
306 South Henry Street, Suite 100<br><br><br>Williamsburg, Virginia		23185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

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)
☐	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).

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

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.

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

Securities registered or to be 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, $0.01 par value	SOHO	The NASDAQ Stock Market LLC
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOB	The NASDAQ Stock Market LLC
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOO	The NASDAQ Stock Market LLC
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHON	The NASDAQ Stock Market LLC

Item 1.01Entry into a Material Definitive Agreement.

As previously reported by Sotherly Hotels Inc. (“the Company”) on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2021 (the “Original Form 8-K”), Raleigh Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company (the “Seller”), entered into a real estate sale agreement (the “Sale Agreement”) to sell the DoubleTree by Hilton Raleigh-Brownstone University hotel located in Raleigh, North Carolina (the “Hotel”) to CS Acquisition Vehicle, LLC, a Delaware limited liability company (the “Buyer”).  As also previously reported by the Company, on February 28, 2022, the Seller and the Buyer entered into a First Amendment to the Sale Agreement pursuant to which: (i) the due diligence period expired effective upon the execution of the First Amendment; (ii) the Buyer’s earnest money deposit in the amount of $800,000 in cash was required to be deposited with the escrow agent no later than March 2, 2022; and (iii) the closing date was set for no later than May 2, 2022, subject to extension by the Buyer for up to 30 days in exchange for an additional cash deposit of $800,000.  The Buyer exercised that option to extend the closing for an additional 30 days, to June 1, 2022, in exchange for the required cash deposit of $800,000.

On May 23, 2022, the Seller and the Buyer entered into a Second Amendment to the Sale Agreement pursuant to which: (i) the closing date was extended to June 10, 2022; (ii) the earnest money currently held in escrow in the amount of $1.6 million is required to be released to the Seller; and (iii) the Buyer is required to make an additional earnest money deposit of $1.4 million with the escrow agent no later than May 25, 2022, which amount is then required to be released to the Seller within one business day.

As reported on the Original Form 8-K, the closing of the sale of the Hotel remains subject to various customary closing conditions, including the accuracy of representations and warranties through closing, and conditions related to the termination of Hotel agreements and leases.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>Number	Description
10.1	Second Amendment to Real Estate Sale Agreement by and between Raleigh Hotel Associates, LLC and CS Acquisition Vehicle, LLC, dated May 23, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date:  May 25, 2022	SOTHERLY HOTELS INC.
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer
	SOTHERLY HOTELS LP
		by its General Partner,
		SOTHERLY HOTELS INC.
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer

soho-ex101_33.htm

EXHIBIT 10.1

SECOND AMENDMENT TO

REAL ESTATE SALE AGREEMENT

THIS SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT (“Second Amendment”) is made as of May 23, 2022 (the “Effective Date”) by and between RALEIGH HOTEL ASSOCIATES, LLC, a Delaware limited liability company (“Seller”), and CS Acquisition Vehicle, LLC, a Delaware limited liability company (“Purchaser”).

RECITALS:

A.Seller and Purchaser are parties to that certain Real Estate Sale Agreement dated as of November 30, 2021 (“Original Agreement”), as amended by that certain First Amendment to Real Estate Sale Agreement dated as of February 28, 2022 (“First Amendment”; collectively with the Original Agreement, the “Agreement”), with respect to certain real estate and related assets located at 1707 Hillsborough Street, Raleigh, North Carolina 27605, as more particularly described in the Agreement.

B.Seller and Purchaser desire to amend the Agreement as more particularly set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows:

1.Incorporation of Recitals; Definitions. The recitals set forth in this Second Amendment are incorporated herein by reference and made a part hereof as if fully set forth as paragraphs in this Second Amendment. Capitalized terms used in this Second Amendment not otherwise defined herein shall have the meanings when used herein ascribed to such terms in the Agreement.

2.Additional Deposit. Purchaser shall deposit an amount equal to One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.000) (the “Closing Extension Deposit II”) with Escrow Agent on or before May 25, 2022.  The Closing Extension Deposit II shall be treated as Earnest Money for all purposes under the Agreement, including being applicable to the Purchase Price. Notwithstanding anything to the contrary contained in (y) this Second Amendment and/or (z) the Agreement, Purchaser and Seller acknowledge and agree that the Earnest Money shall be non-refundable to Purchaser except as otherwise expressly provided in Section 17(b)(1), Section 17(c), or Section 22 of the Original Agreement (provided that, with respect to Section 22 of the Original Agreement, Purchaser shall not be entitled to terminate this Agreement unless the result of such exercise of the power of eminent domain is a taking of more than 5% of the land area of the Premises).

3.Release of Earnest Money. Upon execution of this Second Amendment, Escrow Agent is hereby instructed to release to Seller the Earnest Money currently held in escrow, which the parties acknowledge is an amount equal to One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) pursuant to the wire instructions attached hereto (the “Wire Instructions”), and incorporated herein by reference, as Schedule I. Promptly following receipt

of the Closing Extension Deposit II, and in all events within one (1) business day thereafter, Escrow Agent shall release the Closing Extension Deposit II to Seller pursuant to the Wire Instructions. To the extent that Escrow Agent is obligated under this Second Amendment to refund the Earnest Money to Purchaser, Seller shall instead be obligated to do the same as the holder of the Earnest Money.

4.Closing Date.  The Closing Date shall be and hereby is amended to occur on June 10, 2022. For the avoidance of doubt, Purchaser does not have any further rights to extend the Closing Date.

5.Material Casualty Proceeds. If, prior to the Closing, the Premises is damaged by a Material Casualty, then this Agreement shall not terminate and upon the Closing there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds actually collected by Seller as a result of such damage, plus the amount of any insurance deductible, less any reasonable sums expended by Seller toward the collection of such proceeds. If the insurance proceeds have not been collected as of the Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the deductible amounts under such insurance policies, such proceeds shall be assigned to Purchaser, except to the extent needed to reimburse Seller for sums expended to collect such proceeds, and Seller shall retain the rights to such proceeds to such extent provided that Seller shall cooperate as reasonably requested by Purchaser following the Closing to assign any such insurance proceeds to Purchaser (which obligation shall survive the Closing).

6.Full Force and Effect; Governing Law. Except as provided in this Second Amendment, the terms and provisions of the Agreement remain unchanged and remain in full force and effect. The Agreement, as modified and amended by this Second Amendment, is hereby ratified and confirmed in all respects. This Second Amendment shall be governed by the internal laws of the State of North Carolina.

7.Counterparts; Electronic Signatures. This Second Amendment may be executed in any number of counterpart originals, each of which, when taken together, shall be deemed one and the same instrument. In order to expedite the transaction contemplated herein, electronically delivered signatures (including via DocuSign) may be used in place of original signatures on this Second Amendment. Seller and Purchaser intend to be bound by the signatures on the electronically delivered document and are aware that the other party will rely on the electronically delivered signatures.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed as of the day and year first above written.

SELLER:

RALEIGH HOTEL ASSOCIATES, LLC,

a Delaware limited liability company

By: /s/ Scott M. Kucinski

Name:Scott M. Kucinski

Its:Signatory

[Remainder of Page Intentionally Blank; Signature Page Continues]

PURCHASER:

CS ACQUISITION VEHICLE, LLC,

a Delaware limited liability company

By:  /s/ Brendan F. Miller

Name:  Brendan F. Miller

Its:  Authorized Signatory