Current Report Filing (8-k)
30 Janeiro 2023 - 6:18PM
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2023-01-26
2023-01-26
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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): January 26, 2023
Lightstone
Value Plus REIT III, Inc.
(Exact
Name of Registrant as Specified in Charter)
Maryland |
|
000-55619 |
|
46-1140492 |
(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. |
Second
Articles of Amendment and Restatement
On
January 26, 2023, Lightstone Value Plus REIT III, Inc.’s (the “Company”) filed Second Articles of Amendment and
Restatement (the “Second Articles”) with the Maryland State Department of Assessments and Taxation (the “SDAT”).
The Second Articles became effective upon filing with the SDAT.
The
Second Articles were approved by the Company’s stockholders at its annual meeting of stockholders originally scheduled for December
8, 2022 and as adjourned to January 17, 2023 (the “Annual Meeting”). The proposal to
amend and restate the Company’s charter is discussed in detail in the Company’s definitive proxy statement dated and filed
with the Securities and Exchange Commission on October 18, 2022. The principal changes to the Company’s charter made
by the Second Articles 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, (g) removal of suitability and minimum investment requirements for purchasers of the Company’s securities in third
party transactions and (h) removal of a provision regarding the duration of the Company.
The
Second Articles 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. |
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 III, INC. |
|
|
|
Date: January 30, 2023 |
By: |
/s/ Seth Molod |
|
|
Seth Molod |
|
|
Chief Financial Officer and
Principal Accounting Officer |
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