ITEM 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 below is hereby incorporated by
reference. The Common Stock potentially issuable pursuant the redemption
described in Item 8.01, if issued, would be issued in reliance on the exemption
from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as
amended.
ITEM 8.01.Other Events.
Condor Hospitality Trust, Inc., (the "Company"), received put right notices from
all holders of Series E Cumulative Convertible Preferred Stock (the "Preferred
Stock") of the Company (the "Put Right Notices") effective June 29, 2021
pursuant to which the holders of the Preferred Stock gave notice of their
election to exercise their right to require the Company to redeem all 925,000
shares of the Preferred Stock (the "Shares") held by them at a value per share
equal to 130% of the $10 liquidation preference of the Shares, plus accrued and
unpaid dividends, on July 29, 2021. While the Company has the right to redeem
the Shares with cash or by issuing shares of common stock, $0.01 par value (the
"Common Stock"), the Company's loan agreements currently prohibit redemption of
any outstanding securities with cash. Therefore, the Company intends to redeem
the Shares by issuing Common Stock.
On July 1, 2021, a special committee of independent directors of the board of
directors of the Company unanimously approved redemption of the Shares pursuant
to the Put Right Notices, subject to the Put Right Notices not being revoked.
The number of shares of Common Stock required to be issued to effect redemption
of the Shares is anticipated by the Company to equal approximately 2,686,571
shares of Common Stock based on the weighted market sale price average of the
Common Stock for the thirty trading days through June 28, 2021 of $4.9021 per
share.
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CONDOR HOSPITALITY TRUST, INC. 
