Item 7.01 Regulation FD Disclosure.
Management is considering revoking (the "Revocation") the real estate investment
trust ("REIT") status of HMG/Courtland Properties, Inc. (the "Company"),
followed by the adoption of a plan of liquidation (the "Liquidation") of the
Company. The purpose of this Revocation and Liquidation is to liquidate the
Company's operations/assets in an orderly manner based upon market conditions
permitting reasonable exit values for its existing portfolios. Because of the
complexities associated with maintaining REIT status during this Liquidation and
a two-year REIT liquidation constraint, if ultimately executed, the Company
plans to revoke REIT status effective January 1, 2022, and undertake this
Liquidation process over a multi-year period.
The information provided in this Item 7.01, shall be deemed "furnished" and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liability of such section, nor shall it be incorporated by reference in any
filing made by the Company pursuant to the Securities Act of 1933, as amended
(the Securities Act), or the Exchange Act, regardless of the general
incorporation language of such filing, except to the extent that such filing
incorporates by reference any or all of such information by express reference
thereto.
Cautionary Statements
Disclosures in this current report on Form 8-K contains certain forward-looking
statements within the meaning of Section 21E of the Exchange Act, and Section
27A of the Securities Act. Statements that do not relate strictly to historical
or current facts are forward-looking. Any such forward-looking statements are
made based on information currently known and are subject to various risks and
uncertainties, including those contained in the Company's filings with the U.S.
Securities and Exchange Commission, including its annual report on Form 10-K for
the year ended December 31, 2020, and its quarterly report on Form 10-Q for the
quarter ended March 31, 2021. Without limiting the generality of the foregoing,
forward-looking statements contained in this current report on Form 8-K
specifically include the expectations of plans, strategies, objectives and
growth and anticipated financial and operational performance of the Company and
its subsidiaries, including whether the Revocation, the Liquidation, and the
other transactions involving the Revocation and the Liquidation are completed,
as expected or at all, and the timing of the Revocation, the Liquidation and
such other transactions, including the timing of when the Company's common stock
will cease trading on the NYSE; whether the conditions to the Revocation and the
Liquidation can be satisfied; whether the operational, financial and strategic
benefits of the Revocation and the Liquidation can be achieved; and whether the
costs and expenses of the Revocation, the Liquidation and the other transactions
involving the Revocation and the Liquidation can be controlled within
expectations. These statements involve risks and uncertainties that could cause
actual results to differ materially from projected results. Accordingly,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. The Company has based these forward-looking
statements on current expectations and assumptions about future events. While
the Company considers these expectations and assumptions to be reasonable, they
are inherently subject to significant business, economic, competitive,
regulatory and other risks and uncertainties, many of which are difficult to
predict and beyond the Company's control.
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