Exhibit 3.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
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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
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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. ¨
Section 8. Other Events.
Item 8.01 Other Events.
At its Annual Meeting of Stockholders held on December 13, 2023, the Stockholders of Transcontinental Realty Investors, Inc., a Nevada Corporation (“TCI” or the “Issuer”) approved the text of an amendment to Article TENTH, Subpart C of the Articles of Incorporation of TCI. On December 28, 2023, a Certificate of Amendment was filed with the Secretary of State of Nevada, a file stamped copy of which is attached hereto as an Exhibit.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished with this Report:
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| 3.9* | Certificate of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc. filed December 28, 2023, which amends Article TENTH, Subpart C. |
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* Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 24, 2024
| TRANSCONTINENTAL REALTY INVESTORS, INC. | ||
| By: | /s/ Erik L. Johnson | |
| Erik L. Johnson, Executive Vice | ||
| President and Chief Financial Officer | ||
Exhibit 3.9