Companies at this level ended the following year delisted, bankrupt, restated or silent 9.2% of the time, against 4.0% for companies with a clean record.
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On February 12, 2026, Sotherly Hotels, Inc. (the “ Company ”), KW Kingfisher LLC, (“ Parent ”), and Sparrows Nest LLC, (“ Merger Sub ”), completed the transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of October 24, 2025, by and among the Company, Parent and Merger Sub. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Company (the “ Merger ”). Upon completion of the Merger, the Company survived as a wholly owned subsidiary of Parent, the separate existence of the Merger Sub ceased, and Sotherly Hotels LP became an indirect subsidiary of Parent. Also on February 12, 2026, the Company filed a Form 25 to remove its common stock from listing on the NASDAQ Capital Market, effective as of February 13, 2026 (the “ Delisting ”). Following the Merger and the Delisting, the Company has focused on integrating new management, completing required exchange and SEC processes, and providing certain documentation needed to complete the audit for the period ended December 31, 2025. As a result of the foregoing, the Company was unable to complete the preparation and review of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, by the prescribed due date of March 31, 2026, without unreasonable effort or expense. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date
NT 10-K, filed 2026-04-01 · acquisition or merger
On February 12, 2026, Sotherly Hotels, Inc. (the “ Company ”), KW Kingfisher LLC, (“ Parent ”), and Sparrows Nest LLC, (“ Merger Sub ”), completed the transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of October 24, 2025, by and among the Company, Parent and Merger Sub. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Company (the “ Merger ”). Upon completion of the Merger, the Company survived as a wholly owned subsidiary of Parent, the separate existence of the Merger Sub ceased, and Sotherly Hotels LP became an indirect subsidiary of Parent. Also on February 12, 2026, the Company filed a Form 25 to remove its common stock from listing on the NASDAQ Capital Market, effective as of February 13, 2026 (the “ Delisting ”). Following the Merger and the Delisting, the Company has focused on integrating new management, completing required exchange and SEC processes, and providing certain documentation needed to complete the audit for the period ended December 31, 2025. As a result of the foregoing, the Company was unable to complete the preparation and review of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, by the prescribed due date of March 31, 2026, without unreasonable effort or expense. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date
2025-09-17auditor changed or resigned SEC →
As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed on May 16, 2024 and a Form 12b-25 filed on August 12, 2024 by Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP (the “Partnership”), a Delaware limited partnership of which the Company is the sole general partner (each a “Registrant,” and together, the “Registrants”), the Registrants were delayed in filing their Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 (the "1Q24 Form 10-Q") and June 30, 2024 (the "2Q24 Form 10-Q"), respectively, with the U.S. Securities and Exchange Commission. The Registrants have concluded their evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), and have concluded that no changes to the presentation were required. On November 5, 2024, the Registrants filed their 1Q24 Form 10-Q. On November 12, 2024, the Registrants filed their 2Q24 Form 10-Q. The preparation and filing of the 1Q24 Form 10-Q and 2Q24 Form 10-Q has resulted in a delay in the filing of the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the "3Q24 Form 10-Q"). While the Registrants can provide no assurances as to timing, the Registrants are working to file the 3Q24 10-Q on or before the fifth calendar day extension provided by Rule 12b-25. __________________________________________________________________
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP (the “Partnership”), a Delaware limited partnership of which the Company is the sole general partner (each a “Registrant,” and together, the “Registrants”) are joint filers. The Registrants have determined that the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Q2 10-Q”) cannot be filed within the prescribed time without unreasonable effort or expense. As previously disclosed in the Form 12b-25 filed on May 16, 2024, the Registrants are delayed in filing their Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1 10-Q” and, together with the Q2 10-Q, the “10-Qs”) as a result of ongoing evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), as well as ongoing evaluation of the accounting for other items. Until the analyses have been completed, the Registrants are unable to file the 10-Qs. The Registrants continue to work expeditiously to complete the work necessary to file the 10-Qs as soon as practicable. The Registrants do not anticipate filing the 2Q 10-Q within the five-day period provided by Rule 12b-25. __________________________________________________________________
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP (the “Partnership”), a Delaware limited partnership of which the Company is the sole general partner (each a “Registrant,” and together, the “Registrants”) are joint filers. The Registrants’ Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2024 cannot be filed within the prescribed time period without unreasonable effort or expense as a result of ongoing evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), as well as ongoing evaluation of the accounting for other items. Until the analyses have been completed, the Company is unable to file the Form 10-Q. Although the Company continues to work expeditiously to complete the work necessary to file the Form 10-Q as soon as practicable, the Company does not anticipate filing the Form 10-Q within the five-day period provided by Rule 12b-25. __________________________________________________________________
2022-06-06auditor changed or resigned SEC →
reportingrisk.com scores every active US filer on three things a company tells the SEC about itself: late-filing notices on Form NT, 8-K item 4.02 (past accounts declared unreliable) and 4.01 (auditor changes). 1,012 are flagged today.
Every score is frozen and checked twelve months later. Across 91,452 of them, a company scoring 4 or more ended that year delisted, bankrupt, restated or silent 17.2% of the time, against 4.0% for a clean record. Scores before 2026-09-27 were reconstructed from the filing history as it stood at each date, so the record is a backtest rather than years of live calls.
See the ledger → Every company the score flagged that later failed, what it told the SEC on the way down, and the ones it missed.Every item above is a filing this company
made with the SEC.
Snapshot 2026-11-04 · data from SEC EDGAR (public domain) · not
investment advice