Amended Current Report Filing (8-k/a)
June 02 2021 - 04:45PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 2, 2021 (March
23, 2021)
Assisted
4 Living, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-226979
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82-1884480
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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
No.)
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6801
Energy Court, Suite 201 Sarasota, Florida
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34240
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(Address
of Principal Executive Office)
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(Zip
Code)
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(855)
668-3331
(Registrant’s
telephone number, including area code)
n/a
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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None
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None
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Explanatory
Note
On
March 29, 2021, Assisted 4 Living, Inc., a Nevada corporation (the “Company”) filed a Current Report on Form 8-K (the “Original
Form 8-K”) to report that on March 23, 2021 the Company entered into a Plan of Merger (the “Plan of Merger”) by and
among the Company, the Company’s wholly-owned subsidiary,
BPCC Acquisition, Inc., a Florida corporation (“Merger Sub”), and Banyan Pediatric Care Centers, Inc., a Florida corporation
(“Banyan”). Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan surviving the merger
and becoming a wholly-owned subsidiary of the Company (the “Merger”). The Merger was effective on March 23, 2021. The Merger
was treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes. Banyan is considered the
acquirer for accounting purposes, and the Company’s historical financial statements before the Merger have been replaced with the
historical financial statements of Banyan before the Merger in future filings with the Securities and Exchange Commission.
This
Amendment No. 1 to the Original Form 8-K is being filed to disclose the financial statements required under Regulation S-X, including
the audited financial statements of Banyan and the pro forma financial information of the Company and Banyan required under Items
9.01(a) and 9.01(b) of a Current Report on Form 8-K, respectively. Except as set forth in this Amendment No. 1 to the Original
Form 8-K, no other changes are being made to the Original Form 8-K.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
audited consolidated financial statements of Banyan for the years ended December 31, 2020 and 2019 are filed herewith as Exhibit
99.1 and are incorporated herein by reference.
(b)
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Pro
Forma Financial Information.
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The
unaudited pro forma combined financial information of the Company and Banyan giving effect to the merger for the year ended December
31, 2020 is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
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, hereunto duly authorized.
Date:
June 2, 2021
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ASSISTED
4 LIVING, INC.
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By:
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/s/
Janet Huffman
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Janet
Huffman, CFO
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