STOCK TITAN
  1. Home
  2. Sec-filings
  3. IHT
  4. [8-K] INNSUITES HOSPITALITY TRUST Reports Material Event

InnSuites (NYSE: IHT) wipes $3M debt with stock deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

InnSuites Hospitality Trust (IHT) entered into a Debt Conversion Agreement with affiliate Rare Earth Financial, LLC, converting a $3,000,000 revolving credit balance into 1,829,268 shares of common stock. The effective date is August 19, 2026, and the conversion price is based on the August 18, 2026 NYSE American closing price of $1.64 per share.

This unregistered issuance retires the related-party debt and issues new equity to REF. Operationally, hotel performance is described as strong, with record combined July revenue of $597,323 and total revenues for the fiscal first half of 2027 exceeding $4.1 million. InnSuites is also pursuing a potential reverse merger partner and evaluating diversification projects, including a potential high-risk, high-reward opportunity.

Positive

  • $3,000,000 of related-party debt is eliminated through conversion into equity, reducing leverage to Rare Earth Financial, LLC.
  • Hotel operations delivered record July revenue of $597,323 for the two hotels combined, indicating strong current trading.
  • Fiscal first-half 2027 total revenues exceeded $4.1 million, signaling solid top-line performance for InnSuites Hospitality Trust (IHT).

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Debt converted $3,000,000 Revolving line of credit balance with Rare Earth Financial, LLC converted to equity as of August 19, 2026
Shares issued in conversion 1,829,268 shares IHT common stock issued to Rare Earth Financial, LLC for debt conversion
Conversion price $1.64 per share Closing market price of IHT stock on NYSE American on August 18, 2026 used for conversion
Record July revenue $597,323 Highest-ever July total revenue for the two hotels combined
Fiscal first-half 2027 total revenues $4.1 million Total revenues for February 1, 2026 through July 31, 2026 exceeded this amount
Effective date of Debt Conversion Agreement August 19, 2026 Effective date when unpaid obligations of $3,000,000 became eligible for conversion
Debt Conversion Agreement financial
"entered into a Debt Conversion Agreement executed on August 19, 2026"
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
reverse merger financial
"IHT continues to seek a reverse merger partner"
A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.
Officer Closing Certificate regulatory
"Debt Conversion Agreement and Officer Closing Certificate, fully executed"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What major financing action did INNSUITES HOSPITALITY TRUST (IHT) disclose in this 8-K?
InnSuites converted $3,000,000 of debt owed to Rare Earth Financial, LLC into 1,829,268 IHT common shares. The conversion uses the August 18, 2026 NYSE American closing price of $1.64 per share and is documented in a Debt Conversion Agreement.

How many InnSuites (IHT) shares were issued in the debt-to-equity conversion and at what price?
InnSuites will issue 1,829,268 common shares in exchange for $3,000,000 of debt, reflecting a conversion price of $1.64 per share. That price is based on the closing market price of IHT stock on August 18, 2026 on NYSE American.

Was the InnSuites (IHT) debt conversion an unregistered sale of equity securities?
Yes. The company classifies the issuance of 1,829,268 IHT shares for $3,000,000 of debt as an unregistered sale of equity securities. The transaction is between InnSuites Hospitality Trust and its unincorporated affiliate, Rare Earth Financial, LLC.

How are InnSuites (IHT) hotel operations performing based on recent revenue figures?
InnSuites reports record July revenue of $597,323 for its two hotels, the highest July total ever. Additionally, total revenues for the fiscal first half of 2027 (February 1–July 31, 2026) exceeded $4.1 million, indicating strong operating performance.

Is InnSuites Hospitality Trust (IHT) pursuing any strategic transactions or diversification?
InnSuites states it continues to seek a reverse merger partner and has held several positive discussions. The company also highlights ongoing diversification projects, including a potential high-risk, high-reward opportunity, though no specific terms or timelines are disclosed.

Who is the counterparty to the InnSuites (IHT) debt conversion and what was the prior balance?
The counterparty is Rare Earth Financial, LLC, an unincorporated affiliate of InnSuites. The revolving line of credit had a balance of $3,000,000 as of August 18, 2026, all of which is being converted into IHT common stock under the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0000082473 0000082473 2026-08-18 2026-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 18, 2026

 

Commission File Number 1-07062

 

INNSUITES HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

 

Ohio   34-6647590

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

InnSuites Hospitality Centre

1730 E. Northern Avenue, Suite 122

Phoenix, AZ 85020

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (602) 944-1500

 

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))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Shares of beneficial interest without par value   IHT   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 (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 1.01 Entry into a Material Definitive Agreement.

 

InnSuites Hospitality Trust (IHT) has a revolving line of credit with an unincorporated affiliate, Rare Earth Financial, LLC (REF), which had a balance of $3,000,000 on August 18, 2026. These two parties entered into a Debt Conversion Agreement executed on August 19, 2026, in which IHT and REF desired to confirm that, as of the Effective Date of August 19, 2026, the unpaid obligations owed directly by IHT to REF which are eligible for conversion under the Agreement equal $3,000,000, consisting of $3,000,000 principal, $0 accrued interest, and $0 other amounts, would be converted into IHT Common Stock. This conversion of Debt to Equity will be equal to 1,829,268 shares of IHT common stock, based on the closing market price of IHT stock, on the NYSE American Exchange, as of August 18, 2026, as agreed upon by the IHT Board of Trustees and the NYSE American.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

InnSuites Hospitality Trust (IHT) will be converting $3,000,000 of debt into equity as described above, issuing 1,829,268 shares of IHT common stock in exchange for the aforementioned revolving line of credit with an unincorporated affiliate, Rare Earth Financial, LLC (REF). The balance as of August 18, 2026 was $3,000,000. These two parties entered into a Debt Conversion Agreement and Officer Closing Certificate, fully executed on August 19, 2026. Both documents are included within this filing as Exhibits 10.1 and 10.2, respectively. The conversion of Debt to Equity will be equal to 1,829,268 shares of IHT common stock, based on the closing market price of IHT stock, of $1.64 per share, as of August 18, 2026, as agreed upon by both the IHT Board of Trustees and NYSE American.

 

Item 8.01 Other Events.

 

InnSuites hotel operations remain strong, recording a record-setting July Revenue total of $597,323, marking the highest July total ever for the two hotels combined. Additionally, IHT Total Revenues for the Fiscal First Half of 2027 (February 1, 2026 through July 31, 2026), exceeded $4.1 million. IHT continues to seek a reverse merger partner and has been engaged in several positive discussions. Diversification projects continue to also be a focus, with a potential high-risk, high-reward opportunity.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibit.

 

10.1   Fully Executed Debt Conversion Agreement
10.2   Officer Closing Certificate
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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  InnSuites Hospitality Trust
     
  By: /s/ James F. Wirth
    James F. Wirth
    Chairman and Chief Executive Officer
     
Date: August 19, 2026    

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
10.1  

Fully Executed Debt Conversion Agreement
10.2   Officer Closing Certificate
104   Cover Page Interactive Data File (embedded within the Inline XBRL document

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

24 documents

Agreements & Contracts

Other Documents