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): March 28, 2018

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    ☐

Item 8.01Other Events.

Each of Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership are filing this Current Report on Form 8-K solely to amend Exhibit 23.4 to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission on March 16, 2018 (the “2017 Form 10-K”).  The Consent of the Independent Registered Public Accounting Firm in Exhibit 23.4 of the 2017 Form 10-K (the “Original Exhibit 23.4”) contains a scrivener’s error with respect to the file number of the Form S-3 Registration Statement referenced in the Original Exhibit 23.4, which resulted in the Original Exhibit 23.4 not conforming to the consent provided by the auditors.  The revised and corrected consent attached hereto as Exhibit 23.4 (the “Revised Exhibit 23.4”) supersedes and replaces the Original Exhibit 23.4. The Revised Exhibit 23.4 does not change any previously reported financial results of operations or any other disclosures contained in the 2017 Form 10-K.

Item 9.01Financial Statements and Exhibits.

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.