UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2017

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

On December 13, 2017, Sotherly Hotels Inc. (“Sotherly” or the “Company”), a Maryland corporation and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, entered into a hotel purchase and sale agreement (the “Agreement”) to purchase the Hyatt Centric Arlington hotel located in Arlington, Virginia (the “Hotel”) for the aggregate purchase price of approximately $81.0 million from RP/HH Rosslyn Hotel Owner, LP (the “Seller”).  Pursuant to the Agreement, the Company has agreed to purchase, subject to the satisfaction of certain conditions, the Seller’s right, title, and interest in: (i) the Hotel; (ii) a ground lease for the real property associated with the Hotel; and (iii) certain other tangible and intangible property relating to the Hotel.  The closing of the transaction is subject to various customary closing conditions, including satisfactory completion of a diligence review of the Hotel, the accuracy of representations and warranties through closing, and conditions related to the operation and maintenance of the Hotel.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.