8-K

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): September 16, 2021

Lightstone Value Plus REIT II, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54047	83-0511223
(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

Lightstone Value Plus Real Estate Investment Trust II, Inc.

(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))

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 September 16, 2021, Lightstone Value Plus REIT II, Inc. (the “Company”) filed Articles of Amendment to the Company’s Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation to effect a change of its name from “Lightstone Value Plus Real Estate Investment Trust II, Inc.” to “Lightstone Value Plus REIT II, Inc.” The Articles of Amendment, which were effective upon filing, are included as Exhibit 3.1 to this Current Report and are incorporated in this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
3.1	Amendment to Articles of Amendment and Restatement

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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 II, INC.
Date: September 21, 2021	By:	/s/ Seth Molod
		Seth Molod
		Chief Financial Officer and Principal Accounting Officer

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EX-3.1

Exhibit 3.1

Articles of Amendment

of

Lightstone Value Plus Real Estate Investment Trust II, Inc.

THIS IS TO CERTIFY THAT:

FIRST: Pursuant to Section 2-605 of the Maryland General Company Law (the “MGCL”), Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”) desires to amend its charter as currently in effect and as hereinafter amended.

SECOND: Article I of the Company’s charter shall be amended as follows:

The name of the corporation is Lightstone Value Plus REIT II, Inc. (the “Company”).

THIRD: This amendment to the Company’s charter was approved by a majority of the entire Board of Directors of the Company. This amendment is limited to a change expressly authorized by Section 2-605(a)(1) of the MGCL to be made without action by the Company’s stockholders.

FOURTH: The undersigned President and Chief Operating Officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, further acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. 

[Remainder of Page Intentionally Left Blank – Signature Page Follows] 

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Operating Officer and attested to by its Secretary on this 10th day of September, 2021.

Lightstone Value Plus Real Estate Investment Trust II, Inc.
By:	/s/ Mitchell C. Hochberg
	Mitchell C. Hochberg
	President and Chief Operating Officer
ATTEST:
By:	/s/ Joseph E. Teichman
	Joseph E. Teichman
	General Counsel and Secretary

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