Form 8-K - Current report

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

Date of Report (Date of earliest event reported):

December 28, 2023

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1603 LBJ Freeway, Suite 800 Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

469-522-4200

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange on which Registered

Common Stock, par value $0.01

IOR

NYSE American

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).

Emerging growth company

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. ¨

Section 8. Other Events.

Item 8.01 Other Events.

At its Annual Meeting of Stockholders held on December 13, 2023, the Stockholders of Income Opportunity Realty Investors, Inc., a Nevada Corporation (“IOR” or the “Issuer”) approved the text of an amendment to Article TENTH, Subpart C of the Articles of Incorporation of IOR. On December 28, 2023, a Certificate of Amendment was filed with the Secretary of State of Nevada, a file stamped copy of which is attached hereto as an Exhibit.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit

Designation

Description of Exhibit

3.5*

Certificate of Amendment to the Articles of Incorporation of Income Opportunity Realty Investors, Inc. filed December 28, 2023, which amends Article TENTH, Subpart C.

_________________________

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant is duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 24, 2024.

	INCOME OPPORTUNITY REALTY
	INVESTORS, INC.

	By:	/s/ Erik L. Johnson
		Erik L. Johnson, Executive Vice
		President and Chief Financial Officer

Exhibit 3.5

HTTPS://SECUREXFILINGS.SHAREPOINT.COM/SITES/FILINGDEPARTMENT2/SHARED DOCUMENTS/INCOME OPPORTUNITY REALTY 8K 12282024 01292024/WC/WC EX3_5.DOCX ? Page 2

HTTPS://SECUREXFILINGS.SHAREPOINT.COM/SITES/FILINGDEPARTMENT2/SHARED DOCUMENTS/INCOME OPPORTUNITY REALTY 8K 12282024 01292024/WC/WC EX3_5.DOCX ? Page 3

HTTPS://SECUREXFILINGS.SHAREPOINT.COM/SITES/FILINGDEPARTMENT2/SHARED DOCUMENTS/INCOME OPPORTUNITY REALTY 8K 12282024 01292024/WC/WC EX3_5.DOCX ? Page 4

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Entity File Number	001-14784
Entity Registrant Name	INCOME OPPORTUNITY REALTY INVESTORS, INC.
Entity Central Index Key	0000949961
Entity Tax Identification Number	75-2615944
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1603 LBJ Freeway
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75234
City Area Code	469
Local Phone Number	522-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	IOR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false