NT 10-K 1 tmb-20231231xnt10k.htm NT 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-56082

(Check One): Form 10-K Form 20-F Form 11-K Form10-Q Form 10-D Form N-CEN Form N-CSR

For Period Ended:December 31, 2023

Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q

For the Transition Period Ended:​ ​​ ​

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A​ ​​ ​

PART I – REGISTRANT INFORMATION

Lodging Fund REIT III, Inc.​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​

Full Name of Registrant

N/A​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​

Former Name, if Applicable

1635 43rd Street South, Suite 205​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​

Address of Principal Executive Office (Street and Number)

Fargo, North Dakota 58103​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN

or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attached Extra Sheets if Needed)


Lodging Fund REIT III, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) within the prescribed time period without unreasonable effort or expense. As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 27, 2023, the Company recently engaged a new independent registered public accounting firm. Further, as previously disclosed in its SEC filings, the Company was unable to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “2022 Q3 10-Q”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 10-Q”), its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “2023 Q2 10-Q”) and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “2023 Q3 10-Q”) due to the uncertainty related to the SEC matter disclosed in the Current Report on Form 8-K filed with the SEC on September 23, 2022.  A settlement of the SEC matter has been finalized, as disclosed in the Current Report on Form 8-K filed with the SEC on September 1, 2023. The Company worked diligently with its newly engaged public accounting firm to prepare and finalize financial statements for the fiscal year ended December 31, 2022 and for the quarter ended September 30, 2022, with both being filed on March 27, 2024. Due to the recent transition to a new independent public accounting firm and the time and effort required to finalize and file the 2022 10-K and the 2022 Q3 10-Q, the Company was unable to finalize its financial statement preparation and review process for the fiscal year ended December 31, 2023 and to file the 2023 Form 10-K within the prescribed time period without unreasonable effort or expense. The registrant intends to file the 2023 Form 10-K as soon as practicable.

PART IV – OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification:

Samuel C. Montgomery​ ​(701)630-6500

(Name)(Area Code)(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes No

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Given the Company’s work described above on the preparation and finalization of the annual and quarterly financial statements included in the 2022 10-K and 2022 Q3 10-Q filed on March 27, 2024, the Company is not in a position at this time to compare results of operations for the fiscal years ended December 31, 2022 and December 31, 2023, and therefore cannot provide reasonable estimates of any potential change in results of operations at this time.

Forward-Looking Statements

 

The Company’s expectations regarding the timing of the filing of its 2023 Form 10-K and its results of operations are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ from those contemplated by these statements. Forward-looking statements are subject to certain risks and uncertainties, including the inability to complete the work required to file the 2023 Form 10-K in the time frame that is anticipated, including as a result of any issues or considerations that may be identified in the course of such completion; unanticipated changes being required in the Company’s reported operating results; additional uncertainties related to accounting issues generally; and other risks and uncertainties identified in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Lodging Fund REIT III, Inc.

(Name of Registrant as Specified in Charter)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2024By: /s/ Samuel C. Montgomery​ ​​ ​​ ​​ ​

Name: Samuel C. Montgomery

Title: Chief Financial Officer