Current Report Filing (8-k)
20 March 2023 - 9:07PM
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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): March 20, 2023
ASHFORD INC.
(Exact name of registrant as specified in its charter)
Nevada |
001-36400 |
84-2331507 |
(State or other jurisdiction of
incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification
Number) |
14185 Dallas Parkway, Suite 1200
Dallas, Texas |
75254 |
(Address of principal executive
offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (972) 490-9600
N/A
(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).
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. ¨
Securities 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 |
|
AINC |
|
NYSE
American LLC |
Preferred
Stock Purchase Rights |
|
True |
|
NYSE
American LLC |
ITEM 7.01 REGULATION FD DISCLOSURE
On March 20, 2023, Ashford
Inc. (the “Company”) issued a press release announcing that RED Hospitality & Leisure, LLC, a leading watersports
and resort services company, has acquired privately held Alii Nui and Maui Dive Shop, Maui’s premier luxury catamaran and diving
operation.
A copy of the Press Release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Form 8-K
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly
set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements and assumptions
in this Item 7.01 contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When
we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,”
“expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements.
Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control. The forward-looking
statements included in this Item 7.01 are only made as of the date of this Current Report on Form 8-K. Readers should not place undue
reliance on these forward-looking statements. The Company is not obligated to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) 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.
|
ASHFORD INC. |
|
|
|
By: |
/s/ Alex Rose |
|
|
Alex Rose |
|
|
Executive Vice President, General Counsel & Secretary |
Date: March 20, 2023
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