Current Report Filing (8-k)
April 08 2021 - 12:41PM
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): April 8,
2021 (April 5, 2021)
Assisted 4 Living, Inc.
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(Exact name of
registrant as specified in its charter)
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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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(888) 609-1169
(Registrant's telephone number, including area code)
n/a
(Former name, former address and former fiscal year, 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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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
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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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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:
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.
☐
Item 1.01 Entry into a Material Definitive
Agreement.
On April 5, 2021, Assisted 4 Living, Inc., a Nevada corporation
(the "Company"), entered into a Second Amendment
(the "Second Amendment") to that certain
Membership Interest Purchase Agreement dated as of January 29, 2021
(the "Purchase Agreement"), by and among the
Company, Richard T. Mason ("Mason"), G. Shayne
Bench ("Bench") and Trillium Healthcare Group,
LLC, a Florida limited liability company
("Trillium") to acquire all of the issued and
outstanding ownership interests of Fairway Healthcare Properties,
LLC and Trillium Healthcare Consulting, LLC from Trillium (the
"Interests"). The Company disclosed entering into
the Purchase Agreement in a Current Report on Form 8-K it filed
with the U.S. Securities and Exchange Commission on February 2,
2021. The Company, Mason, Bench and Trillium previously entered
into a certain First Amendment to the Purchase Agreement dated as
of March 4, 2021, which the Company disclosed in a Current Report
on Form 8-K it filed with the U.S. Securities and Exchange
Commission on March 8, 2021.
The Second Amendment amends and restates certain sections of the
Purchase Agreement to: (1) provide for an extension of the
Company's due diligence review period; and (2) accommodate a change
in the form of the consideration to be paid for the Interests.
The Second Amendment amends and restates Section 5.18(b) of the
Purchase Agreement and provides the Company with a longer review
period following the Company's receipt of seller's initial
disclosure schedule. The Company now has until April 15, 2021 to
review such material. If any diligence requests or follow-up
requests remain unsatisfied, and/or the Company is continuing to
negotiate in good faith in connection with information relating to
seller's disclosure schedule, the Company's review period is
automatically extended for 15 days, to April 30, 2021.
The Second Amendment also amends and restates several sections of
the Purchase Agreement in connection with a change in the form of
the consideration to be paid for the Interests. Certain Sections
were amended and restated to provide for: (1) a reduction in the
minimum amount of cash seller is required to have on hand at
closing from $11,100,000 to $9,100,000; (2) a reduction in the cash
purchase price to be paid to the seller from $9,000,000 to
$4,000,000, of which $2,000,000 is to be paid at closing and the
remaining $2,000,000 paid on or before the earlier of the date that
is: (i) 30 days following the closing of a public offering of the
Company's common stock; (ii) ten days following a determination by
the Company's board of directors, in its sole discretion, that
Buyer has sufficient surplus cash from which to pay the $2,000,000;
or (iii) ten days following the one year anniversary of the
transaction closing date; and (3) to offset the reduction in the
cash portion of the purchase price, the issuance of shares of the
Company's common stock valued at $5,000,000 (based on a price per
share determined at the time of issuance as described in the Second
Amendment) on or before the earlier of the date that is: (i) 30
days following the closing of a registered public offering of the
Company's common stock; or (ii) ten days following the one year
anniversary of the transaction closing date.
The foregoing summary of the Second Amendment is qualified in its
entirety by reference to the full text of the Second Amendment,
which is attached hereto as Exhibit 2.1 and is incorporated herein
by reference. You are urged to read said exhibit
attached hereto in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) 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, hereunto duly authorized.
Date: April 8, 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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Assisted 4 Living (CE) (USOTC:ASSF)
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