Current Report Filing (8-k)
November 17 2017 - 6:04AM
Edgar (US Regulatory)
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 of 1934
Date
of Report (Date of earliest event reported): November 8, 2017
GLOBAL
HEALTHCARE REIT, INC.
(Exact
Name of Registrant as Specified in its Charter)
Utah
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0-15415
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87-0340206
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(State
or other jurisdiction
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Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number
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Identification
number)
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8480
E. Orchard Road, Suite 4900, Greenwood Village, CO 80111
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(303) 449-2100
(Former
name or former address, if changed since last report)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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
[X]
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
2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On
November 8, 2017, the Company completed the sale of an aggregate of $300,000 of its 10% Senior Promissory Notes (“Notes”)
for a purchase price equal to the principal amount of the Notes. For every $1.00 in principal amount of Note, each investor will
receive one warrant (“Warrant”) exercisable for 12 months to purchase one share of common stock at an exercise price
of $0.75 per share. The Notes are due and payable on October 31, 2020, (the “Maturity Date”). Each investor will be
required to be bound by an Agreement Among Lenders pursuant to which the rights of investors under the Notes a will be governed
by investors holding a Majority in Interest in the Notes. The form of Agreement Among Lenders is filed herewith as Exhibit 10.1
and the form of Note is filed herewith as Exhibit 99.1.
ITEM
3.02
UNREGISTERED SALE OF EQUITY SECURITIES
ITEM
7.01
REGULATION FD DISCLOSURE
The
following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities
by Global Healthcare REIT, Inc., a Utah corporation (the “Company”), effective November 8, 2017:
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a.
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On
November 8, 2017, Global Healthcare REIT, Inc. (the “Company”), completed the sale of an aggregate of $300,000
of its Units, each Unit consisting of a 10% Senior Promissory Note (“Note”) and one Warrant for every $1.00 in
principal amount of Note. The purchase price for the Units is equal to the principal amount of the Notes as reflected in Item
2.03 above. Each Warrant is exercisable for 12 months to purchase a share of common stock at an exercise price of $.75 per
share.
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b.
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The
Notes and Warrants were sold to four investors, each of whom qualified as an “accredited investor” within the
meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the “Securities Act”).
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c.
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The
Company paid no fees or commissions in connection with the issuance of the Units.
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d.
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The
issuance of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from
the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investors each qualified as
an “accredited investor” within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which
were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any
public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure
of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission
and other financial, business and corporate information. Based on our investigation, we believed that the accredited investors
obtained all information regarding the Company that each requested, received answers to all questions posed and otherwise
understood the risks of accepting our Securities for investment purposes.
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e.
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Not
applicable.
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f.
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The
proceeds will be used for general working capital.
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ITEM
9.01:
FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
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 thereunto duly authorized.
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Global Healthcare REIT, Inc.
(Registrant)
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Dated:
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November
16, 2017
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/s/
Zvi Rhine
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Zvi
Rhine, President
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