{"url_path":"/sec/iht/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 for related discussion of seasonality.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","accession_number":"0001493152-26-024361","cik":"0000082473","ticker":"IHT","issuer_name":"INNSUITES HOSPITALITY TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","primary_entity_key":"0000082473","primary_entity_name":"INNSUITES HOSPITALITY TRUST"},"word_count":1702,"has_tables":true,"body_markdown":"Item 1 for related discussion of seasonality.\n\n \n\n14\n\n \n\n \n\nINFLATION\n\n \n\nWe\nrely on the performance of the Hotels and InnSuites ability to increase revenue to keep pace with inflation. Operators of hotels in general,\nand InnSuites in particular, can change and do change room rates often and quickly, but competitive pressures may limit InnSuites ability\nto raise rates as fast as or faster than inflation. During Fiscal Year 2026, ended January 31, 2026, InnSuites did experience increases\nin rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2027, rates are more stable.\n\n \n\nINVESTMENT\nIN UNIGEN POWER, INC.\n\n \n\nOn\nDecember 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites\nHospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen\nis in the process of developing a patented high profit potential new efficient clean energy generation innovation. The initial investment\nwas made December 16, 2019, with some progress to date despite the virus, setbacks, international vendor travel disruptions, cost overruns,\nand delays. The investment includes convertible bonds, stocks, and warrants to purchase UniGen stock upon election of the Trust. The\ninvestment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment\nto UniGen requiring any restriction of cash.\n\n \n\nThe\ntotal market demand for electricity is projected to double in the U.S. over the next five years due to sharply increased demand from\ndata centers, electric vehicles, and projected Artificial Intelligence usage.\n\n \n\nThe\nTrust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”)\n(the “Loan”) at an annual interest rate of 6% ($15,000 per quarter). The Debentures are convertible into 1,000,000 Class\nA shares of UniGen Common Stock at an initial conversion rate of $1.00 per share. UniGen is delinquent on quarterly interest payments.\nNewly elected UniGen management was installed shortly after the end of the 2026 Fiscal Year, (Ending January 31, 2026), on February 20,\n2026.\n\n \n\nThe\nTrust has purchased in addition approximately 575,000 shares of UniGen stock, and holds Warrants with expiration dates extended to June\n30, 2029.\n\n \n\nUniGen\nissued the Trust common stock purchase warrants (the “Debenture Warrants”) including to purchase up to 1,000,000 shares of\nClass A Common Stock. The Debenture Warrants, if the expiration dates are extended are exercisable at an exercise price of $1.00 per\nshare of Class A Common Stock.\n\n \n\nUniGen,\nalso, issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares\nof Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $2.25 per share of Class A Common Stock.\n\n \n\nThe\ntotal of all stock ownership upon conversion of the debenture and exercise of warrants could amount to approximately up to 15-20% of\nfully diluted UniGen equity.\n\n \n\nOn\nthe Trust’s balance sheet, the investment of the $1,668,750 consists of approximately $700,000 in note receivables, approximately\n$300,000 as the fair value of the warrants issued with the Trust’s investment in UniGen, and $668,750 of UniGen Common Stock (575,000\nshares), at cost. The value of the premium related to the fair value of the warrant will accrete over the life of the debentures.\n\n \n\nPrivately\nheld UniGen Power, Inc. (UniGen) is developing a patented high profit potential (high risk), new efficient clean energy generation innovation.\nThe investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment\nCommitment to UniGen requiring any restriction of cash.\n\n \n\nUniGen\nannounced that the engineering work is 61% complete, according to UniGen, on the first two prototypes. IHT may participate in an upcoming\nround of capital raising, now that the new management team is in place.\n\n \n\nUniGen\nis a high risk investment offering high potential investment return if and when successful.\n\n \n\n15\n\n \n\n \n\nBased\non a 96 core “super computer” simulated test together with advanced software, UniGen has confirmed that the UPI 1000TA engine\nwith the addition of recent potential technological advancements, is approximately 33% more fuel efficient than first estimated and will\nemit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state\nof California.\n\n \n\nThe\nUniGen design is to produce generators fueled not only with abundant relatively clean natural gas but also with other even cleaner fuels\nsuch as ethanol and hydrogen (that emits only water).\n\n \n\nAs\nof January 31, 2026, James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lacked significant UniGen control.\nThey had two of the five UniGen Board of Directors seats or 40% and were elected in December 2019 to serve on the board of UniGen to\nmonitor and assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.\n\n \n\nThe\nTrust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for\nlevel 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.\n\n \n\nFORWARD-LOOKING\nSTATEMENTS\n\n \n\nCertain\nstatements in this Form 10-K, including statements containing the phrases “believes,” “intends,” “expects,”\n“anticipates,” “predicts,” “projects,” “will be,” “should be,” “looking\nahead,” “may” or similar words, constitute “forward-looking statements” within the meaning of Section 27A\nof the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that such forward-looking\nstatements be subject to the safe harbors created by such Acts. These forward-looking statements include statements regarding our intent,\nbelief or current expectations in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of\nthe Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) our financing plans; (v) our position regarding investments,\nacquisitions, developments, financings, conflicts of interest and other matters; (vi) expansion of UniGen; (vii) our plans and expectations\nregarding future sales of hotel properties; and (viii) trends affecting our or any Hotel’s financial condition or results of operations.\n\n \n\nThese\nforward-looking statements reflect our current views in respect of future events and financial performance, but are subject to many uncertainties\nand factors relating to the operations and business environment of the Hotels and our other investments, that may cause our actual results\nto differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties\ninclude, but are not limited to:\n\n \n\n \n●\n\nOil\nprices and availability, along with international instability, and its effect on the Travel\nIndustry;\n\n \n \n \n\n \n●\n\nVirus\nPandemic and its effect on the Travel Industry;\n\n \n \n \n\n \n●\npotential\nrisk of investments, including the investment in UniGen;\n\n \n \n \n\n \n●\nInflation,\ntariffs, and economic recession;\n\n \n \n \n\n \n●\nterrorist\nattacks or other acts of war;\n\n \n \n \n\n \n●\npolitical\ninstability, and potentially reduced government travel;\n\n \n \n \n\n \n●\navailable\ncash, supply chain issues, and increased labor costs for diversified clean energy development and production;\n\n \n \n \n\n \n●\nfluctuations\nin hotel occupancy rates, and effectiveness of marketing;\n\n \n \n \n\n \n●\nchanges\nin room rental rates that may be charged by InnSuites in response to market changing demand and rental rate changes or otherwise;\n\n \n \n \n\n \n**●**\nseasonality\nof our hotel operations business;\n\n \n \n \n\n \n●\ncollectability\nof all receivables;\n\n \n \n \n\n \n●\nour\nability to sell any of our Hotels at market value, or at all;\n\n \n \n \n\n \n●\ninterest\nrate fluctuations;\n\n \n\n16\n\n \n\n \n\n \n●\nchanges\nin, or reinterpretations of, governmental regulations, including, but not limited to, environmental and other regulations, the Americans\nwith Disability Act, Covid-19 restrictions, and federal income tax laws and regulations;\n\n \n \n \n\n \n●\ncompetition\nincluding supply and demand for hotel rooms and hotel properties;\n\n \n \n \n\n \n●\navailability\nof credit or other financing;\n\n \n \n \n\n \n●\nour\nability to meet present and future debt service obligations;\n\n \n \n \n\n \n●\nour\nability to refinance or extend the maturity of indebtedness at, prior to, or after the time it matures;\n\n \n \n \n\n \n●\nany\nchanges in our financial condition or operating results due to acquisitions or dispositions of hotel properties;\n\n \n \n \n\n \n●\ninsufficient\nresources to pursue our current strategy;\n\n \n \n \n\n \n●\nconcentration\nof our investments in the InnSuites ® brand;\n\n \n \n \n\n \n●\nloss\nof membership contracts;\n\n \n \n \n\n \n●\nthe\nfinancial condition of franchises, brand membership companies, travel related companies, and receivables from travel related companies;\n\n \n \n \n\n \n●\nability\nto develop and maintain positive relations with “Best Western” and potential future franchises or brands;\n\n \n \n \n\n \n●\nreal\nestate and hospitality market conditions;\n\n \n \n \n\n \n●\nhospitality\nindustry factors;\n\n \n \n \n\n \n●\nour\nability to carry out our strategy, including our strategy regarding diversification and investments;\n\n \n \n \n\n \n●\nthe\nTrust’s ability to remain listed on the NYSE American, including meeting the required equity listing requirement, and/or raising\nadditional equity if needed;\n\n \n \n \n\n \n●\neffectiveness\nand security of the Trust’s software program;\n\n \n \n \n\n \n●\nthe\nneed to periodically repair and renovate our Hotels at a cost at or in excess of our standard 4% reserve;\n\n \n \n \n\n \n●\ntariffs\nand health travel restrictions may affect trade and travel;\n\n \n \n \n\n \n●\nour\nability to cost effectively integrate any acquisitions with the Trust in a timely manner;\n\n \n \n \n\n \n●\nincreases\nin the cost and availability of labor, energy, healthcare, insurance and other operating expenses as a result of inflation, or changed\nor increased regulation, or otherwise;\n\n \n \n \n\n \n●\npresence\nof drugs or outbreaks of communicable diseases attributed to our hotels or impacting the hotel industry in general;\n\n \n \n \n\n \n●\nnatural\ndisasters, including adverse climate changes in the areas where we have or serve hotels;\n\n \n \n \n\n \n●\nairline\nstrikes, and variations in airline travel demand;\n\n \n \n \n\n \n●\ntransportation\nand fuel price increases;\n\n \n \n \n\n \n●\nadequacy\nof property and liability insurance coverage including liability coverage, and increases in cost for property, liability, and health\ncare coverage for employees and potential government regulation with respect to health care coverage;\n\n \n \n \n\n \n**●**\ndata\nbreaches or cybersecurity attacks, including breaches impacting the integrity and security of employee and guest data; and\n\n \n \n \n\n \n●\nloss\nof key personnel and uncertainties in the interpretation and application of tax laws, and other legislation.\n\n \n\nWe\ndo not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future\nevents or otherwise except as may be required by law. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, as amended,\nthe qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-K relating to the operations\nof the Partnership."}