Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 1, 2020, Ashford Hospitality Trust, Inc. (the "Company") was notified (the "Notice") by the New York Stock Exchange (the "NYSE") that the Company currently is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the Company's average global market capitalization was less than $50 million over a consecutive 30 trading-day period and, at the same time, its stockholders' equity was less than $50 million.

In accordance with Section 802.02 of the NYSE Listed Company Manual, the Company has ten business days from receipt of the Notice to confirm to the NYSE receipt of the Notice and the Company's intent to cure the deficiencies. Under NYSE rules, the Company may cure the deficiencies and regain compliance during the 18-month period following receipt of the Notice (the "Cure Period"). The Company plans to notify the NYSE that it intends to submit a plan to cure this deficiency and return to compliance with the NYSE continued listing requirements. In order to avoid delisting under Section 802.01B, the Company has 45 days from the receipt of the Notice to submit a business plan advising the NYSE of definitive actions the Company has taken, or proposes to take, that would bring it into compliance with the relevant listing standards. If the NYSE accepts the plan, the Company's common stock will continue to be listed and traded on the NYSE during the Cure Period, subject to the Company's compliance with other continued listing standards, and the Company will be subject to quarterly monitoring by the NYSE for compliance with the plan. If the plan is not accepted by the NYSE, or if the Company fails to maintain compliance with the plan, the Company's common stock would be subject to suspension and delisting.

The Notice has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on the NYSE during the Cure Period, subject to the Company's compliance with the other listing requirements of the NYSE. The Company's common stock will continue to trade under the symbol "AHT," but will have an added designation of ".BC" to indicate that the Company is not currently in compliance with NYSE continued listing standards.

The Notice does not affect the Company's ongoing business operations or its Securities and Exchange Commission reporting requirements, nor does it trigger a breach of the Company's material debt obligations. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its shares on the NYSE.

A copy of the Company's press release dated October 1, 2020, regarding the receipt of the Notice from the NYSE is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit


Number   Exhibit Description
99.1   Press Release of the Company, dated October 1, 2020


104    Cover Page Interactive Data File (formatted in Inline XBRL and contained
       in Exhibit 101).



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