DEFA14A

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):  June 23, 2014

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Charter)

Ohio	001-07062	34-6647590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
InnSuites Hotels Centre, 1625 E. Northern Avenue,
Suite 105, Phoenix, AZ	85020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code    (602) 944-1500

Not Applicable

(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))

Item 1.01 Entry Into a Material Definitive Agreement.

On June 23, 2014, the Line of Credit between InnSuites Hospitality Trust (the “Trust”), and its subsidiaries, Yuma Hospitality Properties Limited Partnership (“Yuma”), and RRF Limited Partnership (“RRF”) (“collectively known as the “Borrowers”) was extended from June 23, 2014 to June 23, 2015. All terms and conditions together with all renewals, extensions and modifications were not materially changed. The Borrowers have agreed to a thirty (30) day rest period and the collateral shall no longer include Accounts Receivables.

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events

Due to a recently revised interpretation by the NYSE MKT, the Trust may not be able to timely meet the NYSE MKT Shareholders Equity requirements even with the completion of the acquisition of 51% of the Partnership Interests of Fort Worth/Dallas Partnership operating Hotel Trinity (“Hotel Trinity”). In such case, even if the Shareholders approve the acquisition at the Trust’s Annual Shareholder meeting on June 27, 2014, the Trust may choose not to pursue the acquisition at that time. In that event, the NYSE MKT has indicated they will provide additional time for the Trust to comply with the revised interpretation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Change in Terms Agreement, dated June 23, 2014, executed by the InnSuites Hospitality Trust, Yuma Hospitality Properties Limited Partnership and RRF Limited Partnership, as borrower, in favor of RepublicBankAZ, N.A. as Lender.
99.1	June 26, 2014 Trust Press Release regarding IBC Tops 5,000 Hotels and IHT Credit Line extended.

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.

InnSuites Hospitality Trust

By:  /s/ Adam B. Remis

Adam B. Remis

Chief Financial Officer

 
 Date:  June 26, 2014

EXHIBIT INDEX

Exhibit No.	Description
10.1	Change in Terms Agreement, dated June 23, 2014, executed by the InnSuites Hospitality Trust, Yuma Hospitality Properties Limited Partnership and RRF Limited Partnership, as borrower, in favor of RepublicBankAZ, N.A. as Lender.
99.1	June 26, 2014 Trust Press Release regarding IBC Tops 5,000 Hotels and IHT Credit Line extended.

EX-10

Exhibit 10.1

EX-99

Exhibit 99.1

NEWS BULLETIN	RE:	INNSUITES HOSPITALITY TRUST
FROM		INNSUITES HOTEL CENTRE
INNSUITES HOSPITALITY TRUST		1625 E. NORTHERN AVENUE, # 105
NYSE MKT:IHT		Phoenix, Arizona 85020
FISCAL 2015		Phone: 602-944-1500
IBC Tops 5,000 Hotels, IHT Credit Line Extended

FOR FURTHER INFORMATION:                         

Marc Berg, Executive Vice President

602-944-1500

email: mberg@innsuites.com

Phoenix, AZ, June 26, 2014 - InnSuites Hospitality Trust (NYSE MKT:IHT)

IBC TOPS 5,000 HOTELS, IHT CREDIT LINE EXTENDED

InnDependent Boutique Collection (IBC Hotels, Inc.), a division of InnSuites® Hospitality Trust, now serves over 5,000 independent properties worldwide with over 500,000 rooms by providing a supplemental low-cost Branding and Reservations revenue channel. IBC Hotels is a hotbed-growing network of like-minded independent hotels working together and referring business to each other. The booking reservation system and loyalty program, InnDependent InnCentives, allows hoteliers to flex their power in numbers, a first for many of these independent hotels.

IBC Hotels continues it's expansion in South America by offering hotels cost-effective reservations and a soft-brand network with its latest technology to attract travelers seeking unique independently owned hotels.

On June 23, 2014, the Trust received an extension of its $600,000 credit line facility with RepublicBankAZ through June 23, 2015.

Due to a recently revised interpretation by the NYSE MKT, the Trust may not be able to timely meet the NYSE MKT Shareholders Equity requirements even with the completion of the acquisition of 51% of the Partnership Interests of Fort Worth/Dallas Partnership operating Hotel Trinity (“Hotel Trinity”). In such case, even if the Shareholders approve the acquisition at the Trust’s Annual Shareholder meeting on June 27, 2014, the Trust may choose not to pursue the acquisition at that time. In that event, the NYSE MKT has indicated they will provide additional time for the Trust to comply with the revised interpretation.

With the exception of historical information, the matters discussed in this news release may include "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties and are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained.

For more information visit www.innsuitestrust.com or www.sec.gov