Item 8.01 Other Events
Annual Meeting and Record Date
On October 14, 2016, the Board set the date
for the Company’s annual meeting of shareholders (the “Annual Meeting”) for Wednesday, December 14, 2016, at
the offices of our outside corporate counsel, Vinson & Elkins LLP, located at 666 5th Avenue, 26th Floor, New York, New York
10103 at 10:00 a.m. (EST). Shareholders of record at close of business on October 25, 2016 will be entitled to notice of and to
vote at the Annual Meeting.
Deferral of the Deadline for the Company to File a Shelf Registration
Statement
Upon the previously announced closing of the
stock purchase by A-III in the Company on January 30, 2015, A-III and the Company
entered into a Registration Rights Agreement, dated as of January 30, 2015 (the “Registration Rights Agreement”) pursuant
to which the Company agreed, among other things, to file on or before the 180th day after the date of the Registration Rights Agreement
(or July 30, 2015) a shelf registration statement providing for the resale from time to time of the shares of Company common stock
owned by A-III, including shares of common stock underlying the warrants that A-III holds (a “Shelf Registration Statement”).
The Company previously announced that, on each
of September 3, 2015 and May 30, 2016, the Company’s Board of Directors unanimously approved a deferral of the deadline for
the Company to file a Shelf Registration Statement to register for resale A-III’s shares of Company common stock until up
to May 31, 2016 and December 31, 2016, respectively.
On October 14, 2016, A-III and the Company
agreed to further extend the deferral of the Shelf Registration Statement filing deadline under the Registration Rights Agreement
until up to June 30, 2017. The Company’s Board of Directors unanimously approved the extension of the filing deadline on
October 14, 2016. Other than the foregoing extension of the filing deadline to June 30, 2017, all terms and conditions of the Registration
Rights Agreement remain in full force and effect.
Note Regarding Forward-looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, as amended. The forward-looking statements relate to our intent, belief, or expectations regarding the Company’s
eligibility to use Form S-3 for the Shelf Registration Statement in 2017 and the ability of the Company to save costs by using
Form S-3. These statements involve risks and uncertainties that include the risk that the Company could fail to satisfy the eligibility
requirements to use Form S-3 later in 2017. For these forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. For more information about other
risks and uncertainties we face, please see the section entitled “Risk Factors” in our most recent Annual Report on
Form 10-K, a copy of which can be obtained from the Company’s website at www.acrerealtyinvestors.com.