Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257669
Prospectus Supplement No. 6
(To Prospectus dated July 15, 2021, as amended by
Prospectus Supplement No. 1 dated July 16, 2021
Prospectus Supplement No. 2 dated July 26, 2021
Prospectus Supplement No. 3 dated July 28, 2021
Prospectus Supplement No. 4 dated August 6, 2021 and
Prospectus Supplement No. 5, dated August 16, 2021)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated July 15, 2021, as amended by Prospectus Supplement No. 1, dated July 16, 2021, Prospectus Supplement No. 2, dated July 26, 2021 Prospectus Supplement No. 3, dated July 28, 2021, Prospectus Supplement No. 4, dated August 6, 2021 and Prospectus Supplement No. 5, dated August 16, 2021 (the “Prospectus”), relating to the offer and sale of up to 46,227,744 shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”), by B. Riley Principal Capital, LLC (“B. Riley”). The amount that the Company may sell to B. Riley was automatically and proportionally adjusted to 4,622,774 following the effective date of the one-for-ten reverse stock split on July 16, 2021. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
We have attached to this Prospectus Supplement our current report on Form 8-K filed September 15, 2021. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 16 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is September 15, 2021.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 15, 2021
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||(Commission File Number)||(IRS employer identification number)|
|14185 Dallas Parkway, Suite 1200|
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (972) 490-9600
(Former name or former address, if changed since last report)
Check the appropriated box 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 14-a-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))
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||AHT||New York Stock Exchange|
|Preferred Stock, Series D||AHT-PD||New York Stock Exchange|
|Preferred Stock, Series F||AHT-PF||New York Stock Exchange|
|Preferred Stock, Series G||AHT-PG||New York Stock Exchange|
|Preferred Stock, Series H||AHT-PH||New York Stock Exchange|
|Preferred Stock, Series I||AHT-PI||New York Stock Exchange|
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 15, 2021, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its preliminary operating results for the month of August 2021. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS.
The disclosure set forth under Items 2.02 and 9.01, including the press release attached as Exhibit 99.1, is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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.
Dated: September 15, 2021
|ASHFORD HOSPITALITY TRUST, INC.|
|By:||/s/ Deric S. Eubanks|
|Deric S. Eubanks|
|Chief Financial Officer|