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 24, 2024

SILVER STAR PROPERTIES REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-41786	26-3455189
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2909 Hillcroft, Suite 420

Houston, Texas 77057

(Address of principal executive offices, including zip code)

(713) 467-2222

(Registrant’s telephone number, including area code)

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 427 under the Securities Act (17 CFR 230.427)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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. 

Item 7.01. Regulation FD Disclosure.

On September 24, 2024, Silver Star Properties REIT, Inc. (the “Company”) issued a press release updating shareholders regarding Charles Schwab custodianship and net asset value ("NAV") per share of our common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, are “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings. The furnishing of the remarks is not intended to constitute a representation that such furnishing is required by Regulation FD or that the remarks include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1+	Press Release dated September 24, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Furnished herewith.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

SILVER STAR PROPERTIES REIT, INC.

(Registrant)

By: /s/ Gerald W. Haddock            

Name: Gerald W. Haddock

Title: Chief Executive Officer and Chairman of the Executive Committee

Date:  September 25, 2024

EX-99.1

NEWS RELEASE

Silver Star Properties REIT provides update to shareholders regarding NAV and Charles Schwab

Houston – September 24, 2024 – Silver Star Properties REIT, Inc. (“Silver Star” or the “Company”), a self-managed real estate investment trust currently repositioning into the self-storage asset class, is providing an update to the shareholders regarding Charles Schwab custodianship and the NAV.

Charles Schwab custodianship

Charles Schwab has recently begun a series of communications with shareholders and their Financial Advisors that hold Silver Star Properties REIT (formerly Hartman Short Term Income Properties XX, Inc.) shares in shareholder 401k and IRA accounts that they will no longer be custodian as of December 2, 2024. According to Charles Schwab, this is due to reporting benchmarks that Silver Star was unable to hit due to, among other things, the erroneous and improper Lis Pendens actions which were filed against properties of the Company by its former CEO and current director, which was the impetus for the Company’s Chapter 11 bankruptcy filing and a subsequent SEC investigation. Silver Star exited its voluntary bankruptcy proceeding March 27, 2024 and the SEC concluded its investigation with no further action on August 15, 2024.

We are working vigorously to complete the reporting requirements. In the intervening period because the reports are not completed and filed, Charles Schwab, constrained by these regulatory requirements and internal protocols, has not been able to determine an updated value AND because of those requirements has defaulted the share value to “zero” until reporting is completed. It is our goal to get this resolved by the end of the year. There is no further action needed by the shareholders at this time.

Net Asset Value

The Company has previously reported that the Executive Committee of the Board of Directors approved a Net Asset Value (“NAV”) of $6.25 per common share and operating partnership unit as of December 31, 2022. On January 13, 2024 the Board of Directors (the “Board”) determined that a “Flip In” event had been triggered pursuant to the terms of the Company’s Rights Agreement (the “Rights Agreement”). The Flip-In event resulted in the issuance of approximately 31,315,910 shares of common stock pursuant to the Rights Agreement. Management provided that the estimated NAV per share of common share and operating partnership unit as of December 31, 2022, would be, on a proforma basis, $3.36 per common share and operating partnership unit.

The Company issued a press release on March 28, 2024 stating, “Silver Star’s management has estimated the Company’s net asset value (“NAV”) as of December 31, 2023, to be $2.70 per common share and operating partnership unit. This estimated NAV is subject to approval by the Company’s Board of Directors.”

The Company has recently engaged a real estate valuation expert to determine the value of the Company’s real estate assets as of June 30, 2024. Management will utilize the real estate valuation report to prepare its calculation of the Company’s NAV and NAV per common share and operating partnership unit. The management report will be considered and, as appropriate, approved by the Board. Until the Board approves a new NAV, the current NAV as reflected on the transfer agent (Phoenix American Financial Services) portal of $3.41 should not be relied upon.

Do not miss this chance to hear directly from our CEO about the future of our company. The State of the Company podcast is currently available on our website at https://silverstarreit.com/silver-star-update-message-from-ceo-gerald-haddock/

Forward-Looking Statements

 This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations, assumptions, and beliefs. Forward-looking statements can often be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including those described in greater detail in our filings with the Securities and Exchange Commission (“the SEC”), particularly those described in our most recent Annual Report on Form 10-K, which was filed with the SEC on May 26, 2023 and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the Company’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this Press Release and except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.

XML

Cover	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 24, 2024
Entity Registrant Name	SILVER STAR PROPERTIES REIT, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-41786
Entity Tax Identification Number	26-3455189
Entity Address, Address Line One	2909 Hillcroft, Suite 420
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	(713)
Local Phone Number	467-2222
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001446687