Current Report Filing (8-k)
11 Janvier 2023 - 11:11PM
Edgar (US Regulatory)
0001296884
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0001296884
2022-12-21
2022-12-21
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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 21, 2022
Lightstone Value Plus REIT I, Inc.
(Exact
Name of Registrant as Specified in Charter)
Maryland |
|
000-52610 |
|
20-1237795 |
(State
or other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1985
Cedar Bridge Avenue, Suite 1
Lakewood,
New Jersey 08701
(Address,
including zip code, of Principal Executive Offices)
Registrant’s
telephone number, including area code: (732) 367-0129
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: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.03. |
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment
to the Charter
On
December 21, 2022, the Second Articles of Amendment and Restatement in the form attached as Exhibit A to the definitive proxy
statement for Lightstone Value Plus REIT I, Inc.’s (the “Company”) 2022 annual meeting of stockholders, held on
December 8, 2022 (the “Proxy Statement”), and submitted for consideration as Proposal No. 2 in the Proxy Statement were
filed and accepted for record by the State Department of Assessment and Taxation of the State of Maryland, and thereby became effective
as part of the Company’s charter.
The proposal to amend and restate the Company’s
charter is described in detail in the Proxy Statement and is incorporated in this Item 5.03 by reference to the Proxy Statement, a copy
of which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The principal changes to the Company’s charter included (a)
elimination of certain procedural provisions related to roll-up transactions, (b) providing indemnification and exculpation of officers
and directors to the maximum extent permitted by Maryland law, (c) removal of provision requiring a simple majority for a quorum, (d)
conforming the stockholder right obtain a stockholder list to Maryland law (e) revision of the access to stockholder list, (f) elimination
of a fiduciary duty of directors provision in favor of the Maryland law required fiduciary duty of directors, and (g) removal of suitability
and minimum investment requirements for purchasers of the Company’s securities in third party transactions. The Second Articles
of Amendment have been filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this Report by reference..
Item 9.01 |
Financial
Statements and Exhibits. |
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.
|
LIGHTSTONE
VALUE PLUS REIT I, INC. |
|
|
Date:
January 11, 2023 |
By: |
/s/
Seth Molod |
|
|
Seth
Molod |
|
|
Chief
Financial Officer and Principal Accounting Officer |
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