Item 7.01 Regulation FD Disclosure.
On November 3, 2021 the Board of Directors of HMG/Courtland Properties, Inc.
(the "Company") determined that it is advisable and in the best interests of the
Company and its stockholders to dissolve the Company (the "Dissolution") and
liquidate its assets (the "Liquidation") subject to obtaining the requisite
approval of the Company's stockholders which is expected to take place in
January 2022.
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 June 30, 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 Dissolution, the Liquidation, and the
other transactions involving the Dissolution and the Liquidation are completed,
as expected or at all, and the timing of the Dissolution, 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 Dissolution and
the Liquidation can be satisfied; whether the operational, financial and
strategic benefits of the Dissolution and the Liquidation can be achieved; and
whether the costs and expenses of the Dissolution, the Liquidation and the other
transactions involving the Dissolution 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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