Item 8.01. Other Events.

Attached to this Current Report on Form 8-K is a copy of a website notice, dated January 6, 2023 (the "Website Notice"), from Highlands REIT, Inc., a Maryland corporation (the "Company"), to its stockholders (the "Stockholders") regarding a recent, unsolicited "mini-tender offer" by MacKenzie Capital Management, LP (the "Offeror") to purchase shares of the Company's common stock, $0.01 par value, for $0.05 per share less a $25 transfer fee charged by the Offeror (the "MacKenzie Offer"), upon the terms and subject to the conditions set forth in the Offer to Purchase that the Offeror caused to be disseminated to certain of the Stockholders on or about January 3, 2023 (the "Offer to Purchase"). To the Company's knowledge, the Offeror has not filed with the Securities and Exchange Commission a Schedule TO containing the Offer to Purchase. The full text of the Website Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and hereby is incorporated by reference into this Item 8.01.

In the Website Notice, the Board of Directors of the Company recommends that the Stockholders reject the MacKenzie Offer for the reasons described in the Website Notice. The Company advises Stockholders to read and consider the Website Notice before deciding whether to participate in the MacKenzie Offer.


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits




  99.1     Highlands REIT, Inc.     W    ebsite     N    otice to stockholders,
dated     January 6, 2023




























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