UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

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

Date of Report (Date of earliest event reported): March ~~December 11~~20, ~~2024~~2025

~~INCOME~~Income ~~OPPORTUNITY~~Opportunity ~~REALTY~~Realty ~~INVESTORS~~Investors, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Nevada	~~001-14784~~	75001-~~2615944~~14784	75-2615944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of Incorporation or organization)		(Commission File Number)	(IRS Employer Identification Number)
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

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

(~~Former name or former address, if changed since last report~~469) 522-4200

Registrant’s Telephone Number, including area code

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:

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

o ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

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

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the ~~Exchange~~Securities Act (17 CFR 240.~~13e~~413e-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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		IOR		NYSE American Exchange

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 (~~'240.12b-2 of~~17 ~~this~~CFR ~~chapter)~~230.405):

☐ 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. o☐

~~Item~~Section ~~5.07~~2 -– ~~Submission~~Financial ~~of Matters to the Vote of Security Holders~~Information

OnItem ~~December 11, 2024, the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc~~2.02. ~~(“IOR”~~Results ~~or the “Issuer” or the “Registrant”) was held, following a solicitation~~ of ~~proxies,~~Operations ~~pursuant to a Notice of Annual Meeting~~ and ~~related~~Financial Proxy Statement, dated November 9, 2023, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 7, 2024, a total of 4,066,178 shares of Common Stock were outstanding, with each share entitled to cast one vote.Condition

AtOn ~~the~~March 20, ~~meeting~~2025, ~~proxies~~Income ~~representing at~~Opportunity ~~least~~Realty 3Investors,~~230,130~~ ~~shares~~Inc. (~~94.86%~~“IOR” ofor the ~~outstanding~~“Company”) ~~appeared~~announced ~~and~~its ~~were~~operational ~~cast,~~results ~~thereby~~for ~~establishing~~the aquarter ~~quorum~~ended ~~present~~December 31, ~~in person or by proxy~~2024. It ~~was~~A ~~noted~~copy ~~that,~~ of the ~~4,168,214~~announcement ~~outstanding~~is ~~shares~~attached ofas ~~Common~~Exhibit ~~Stock, 3,230,130 shares are held in DTC/CEDE accounts~~“99.1.”

AtThe ~~the~~information ~~Annual~~furnished ~~Meeting~~pursuant to Item 2.02 in this Form 8-K, ~~which involved~~including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the ~~election~~Securities Exchange Act of ~~directors~~1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the ~~following~~Securities ~~named~~Act ~~persons~~of ~~received~~1933 or the ~~number~~Securities Exchange Act of ~~votes~~1934. ~~cast~~We ~~for,~~undertake ~~against~~no duty or ~~withheld,~~obligation asto ~~well~~publicly as update or revise the ~~number~~information furnished pursuant to Item 2.02 of ~~abstention~~this ~~and~~Current ~~broker~~Report ~~non~~on Form 8-~~votes:~~K.

Nominee Name	No. of Votes For	Of Shares Voted, % For	No. of Votes Withheld	No. of Votes Abstained	Broker Non- Votes
Henry A. Butler	3,805,973	93.60%	52,277	-	476
Robert A. Jakuszewski	3,805,973	93.60%	52,277	-	476
Ted R. Munselle	3790,955	93.23%	67,295	-	476
Fernando Victor Lara Celis	3,805,973	93.60%	52,277	-	476

Section 9 – Financial Statements and Exhibits

~~All~~Item of9.01. ~~the~~Financial ~~nominees~~Statements ~~named~~and ~~above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.~~Exhibits

~~The~~(d) ~~second matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P~~Exhibits.C. asThe ~~the~~following ~~independent~~exhibit ~~registered~~is ~~public~~furnished accounting firm for the Registrant for the fiscal year ending December 31, 2024, and any interim period. A total of 3,839,905 votes were cast FOR, 17,310 votes were cast AGAINST, and 1,311 votes ABSTAINED from voting with ~~respect~~this ~~to such proposal. There were no broker non-votes.~~Report:

The Annual Meeting of the Board of Directors was held on the following day, December 12, 2024. At such meeting, Henry A. Butler was re-elected Chairman of the Board and Ted Munselle was re-appointed as the Presiding Director.

			Exhibit No.		Description
			99.1*		Press release dated March 20, 2025

~~SIGNATURES~~_________________________

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

~~Dated: December 12, 2024~~SIGNATURES

~~INCOME~~Pursuant ~~OPPORTUNITY~~to ~~REALTY~~the ~~INVESTORS~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~INC~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /s/ Erik L. Johnson

	INCOME OPPORTUNITY REALTY INVESTORS, INC.

Dated:  March 20, 2025	By:	/s/ ERIK L. JOHNSON
		Erik L. Johnson
		President and Chief Executive Officer

Erik L. Johnson, President and Chief Executive Officer

Filing Compare · INCOME OPPORTUNITY REALTY INVESTORS INC /TX/