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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): July 7, 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
4.01 Changes in Registrant’s Certifying Accountant.
On
July 7, 2026, InnSuites Hospitality Trust (the “Trust”) was notified that Simon & Edward LLP (“S&E”)
acquired, effective as of June 15, 2026, attest business of BCRG Group (“BCRG”). On July 9, 2026, the Audit Committee of
the Trust’s Board of Directors simultaneously dismissed BCRG as the Trust’s independent registered public accounting firm
and approved the appointment of S&E as the Trust’s new independent registered public accounting firm. The services previously
provided by BCRG will now be provided by S&E.
BCRG’s
audit report on the Trust’s consolidated financial statements for the Fiscal Year ended January 31, 2026 and 2025 contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles,
except that the report on the consolidated financial statements of the Trust for the fiscal years ended January 31, 2026 and 2025 included
an explanatory paragraph indicating that there was substantial doubt as to the Trust’s ability to continue as a going concern.
During
the Fiscal Years ended January 31, 2026 and 2025 and the subsequent interim period through the date of this Current Report on Form 8-K,
there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Trust and
BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference to the subject matter of the disagreements in connection
with BCRG’s reports on the Trust’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v)
of Regulation S-K and the related instructions).
Prior
to engaging S&E, neither the Trust nor anyone acting on its behalf consulted S&E regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Trust’s
financial statements, and no written report was provided to the Trust or oral advice was provided that S&E concluded was an important
factor considered by the Trust in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter
that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Trust has requested that BCRG furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy
of such letter, dated July 9, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit.
| 16.1 |
Letter from BCRG dated July 9, 2026 |
| |
|
| 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:
July 9, 2026 |
|
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter from BCRG dated July 9, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
