UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): April 17, 2024

~~Date~~LIGHTSTONE ofVALUE ~~Report~~PLUS ~~(Date~~REIT ~~of earliest event reported): December 14~~II, ~~2023~~INC.

~~Lightstone~~(Exact ~~Value~~Name ~~Plus~~of ~~REIT~~Registrant ~~II,~~as ~~Inc.~~Specified in Its Charter)

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54047	83-0511223
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Maryland		000-52610		20-1237795
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1985 Cedar Bridge Avenue, Suite 1

Lakewood, New Jersey 08701

(Address, ~~including~~of ~~zip~~principal ~~code,~~executive ofoffices) ~~Principal~~(Zip ~~Executive Offices~~Code)

~~Registrant’s telephone number, including area code:~~ (732) 367-0129

(Registrant’s telephone number, including area code)

None

(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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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. ☐

Item 8.01 Other Events.

On ~~December~~April 1417, ~~2023~~2024, the ~~2023~~board ~~annual meeting~~ of ~~stockholders~~directors ~~(the “2023 Annual Meeting”)~~ of Lightstone Value Plus REIT II, Inc. (the “Company”) ~~was~~approved ~~convened~~a ~~for~~self-tender offer (the “Lightstone ~~purpose~~Offer”) ofto ~~electing~~commence ~~three~~on ~~individuals~~or about April 24, 2024, for up to ~~serve~~700,000 onshares of the Company’s ~~board~~common ofstock ~~directors until~~ (the ~~Company’s~~“Shares”) ~~2024~~at ~~annual~~a ~~meeting~~price of ~~stockholders~~$6.00 ~~and~~per ~~until~~Share, ~~their~~or ~~successors~~approximately ~~are~~$4.2 ~~duly~~million ~~elected~~of ~~and~~Shares. ~~qualify~~Unless asextended ~~further~~or ~~described~~withdrawn, in the ~~definitive~~Lightstone Offer ~~proxy~~will ~~statement~~expire onat ~~Schedule~~11:59 ~~14A~~p.m. ~~filed~~Eastern ~~with~~Time ~~the~~on ~~Securities~~or ~~and~~about ~~Exchange~~Friday, ~~Commission~~June ~~on October 16~~14, ~~2023~~2024.

~~At the~~The ~~time~~Company ofis conducting the ~~2023~~Lightstone ~~Annual~~Offer ~~Meeting,~~in ~~there~~response ~~were~~to ~~not~~an ~~sufficient~~unsolicited ~~shares~~offer ofto ~~the~~stockholders ~~Company’s~~by ~~common~~West ~~stock~~4 ~~outstanding~~Capital ~~and~~LP ~~entitled~~(“West to4”) ~~vote~~to ~~represented~~ purchase atup ~~the~~to ~~meeting~~700,000 inShares ~~person~~at ora byprice ~~proxy~~equal to ~~constitute~~$5.37 aper ~~quorum~~Share in cash. ~~Accordingly,~~The ~~the~~Company ~~2023~~is ~~Annual~~making ~~Meeting~~the ~~was~~Lightstone ~~adjourned~~Offer ~~without~~in ~~any business~~order ~~being~~to ~~conducted~~deter West 4 and ~~each~~other potential future bidders that may try to exploit the illiquidity of Shares and acquire them from stockholders at prices substantially below the ~~three~~most ~~directors~~recently ~~currently~~published ~~serving~~estimated asnet ~~directors~~asset ~~will~~value ~~continue~~per toshare ~~serve~~(“NAV per Share”) as ~~directors~~of ~~until~~December ~~their successors~~31, ~~are~~2023 ~~duly~~and ~~elected~~approved by the Company’s board of directors on March 18, 2024.

-For 1a full description of the methodologies and assumptions, as well as certain qualifications, used to determine the estimated values the Company’s assets and liabilities in connection with the calculation of its most recently published estimated NAV per Share of $9.84, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities− NAV and NAV Per Share” of the Company’s Annual Report on Form 10-K as filed with the SEC on March 27, 2024, which is incorporated herein and can be found in the “SEC Filings” section of the Company’s website, www.lightstonecapitalmarkets.com and is on the SEC’s website www.sec.gov.

~~SIGNATURES~~In connection with its approval of the Lightstone Offer, on April 17, 2024, the Company’s board of directors approved the suspension of the Company’s share redemption program (the “SRP”) effective immediately. Pursuant to the terms of the SRP, while the SRP is suspended, the Company will not accept any requests for redemption and any such requests and all pending requests will not be honored or retained, but will be returned to the requestor.

~~Pursuant~~The toLightstone Offer will be further described in the ~~requirements~~offer to purchase and letter of ~~the~~transmittal filed with Securities and Exchange Commission ~~Act~~(the “SEC”). The full details of ~~1934~~the Lightstone Offer, including complete instructions on how to tender shares, will be included in the ~~Registrant~~offer ~~has~~to ~~duly~~purchase, ~~caused~~the ~~this~~letter ~~report~~of transmittal and other related materials, which the Company will make available to bestockholders ~~signed~~and onfile ~~its~~with ~~behalf~~the bySEC upon commencement of the ~~undersigned~~Lightstone ~~hereunto~~Offer. ~~duly~~For ~~authorized~~more information, see “Important Information” below.

	LIGHTSTONE VALUE PLUS REIT II, INC.
Date: December 15, 2023	By:	/s/ Seth Molod
		Seth Molod
		Chief Financial Officer and Principal Accounting Officer

Important Information

-This 2filing -is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The Lightstone Offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company intends to make available to its stockholders and file with the SEC. The full details of the Lightstone Offer, including complete instructions on how to tender Shares, will be included in the offer to purchase, the letter of transmittal and other related materials, which the Company will make available to stockholders and file with the SEC upon commencement of the Lightstone Offer. Stockholders are urged to read the offer to purchase, the letter of transmittal and other related materials when they become available because they will contain important information, including the terms and conditions of the Lightstone Offer. Stockholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials that the Company files with the SEC at the SEC’s website at www.sec.gov or by calling the information agent for the contemplated Lightstone Offer, who will be identified in the materials filed with the SEC at the commencement of the Lightstone Offer. In addition, stockholders may obtain free copies of the Company’s filings with the SEC from the Company’s website at www.lightstonecapitalmarkets.com.

Cautionary Note Regarding Forward-Looking Statements

The foregoing includes forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those contemplated by such forward-looking statements. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements. These statements are based on a number of assumptions involving the judgment of management. These statements are subject to the risk that the Lightstone Offer is oversubscribed.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. These statements are not guarantees of future performance and the Company cautions the Stockholders not to place undue reliance on forward-looking statements, which reflect the Company’s management’s and/or the Advisor’s view only as of the date of this Current Report. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors. Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) changes in market factors that could impact our rental rates and operating costs, (ii) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (iii) changes in governmental laws and regulations, (iv) the level and volatility of interest rates and the availability of suitable acquisition opportunities. Accordingly, there is no assurance that our expectations will be realized.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIGHTSTONE VALUE PLUS REIT II, INC.

Dated: April 24, 2024	By:	/s/ Seth Molod
		Seth Molod
		Chief Financial Officer & Executive Vice President

Filing Compare · Lightstone Value Plus REIT II, Inc.