Amended Current Report Filing (8-k/a)
June 02 2021 - 04:45PM
Edgar (US Regulatory)
0001719435 true 0001719435 2021-03-23
2021-03-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 |
|
333-226979 |
|
82-1884480 |
(State or
Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
6801 Energy Court,
Suite 201
Sarasota,
Florida |
|
34240 |
(Address of
Principal Executive Office) |
|
(Zip
Code) |
(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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
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 |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
None |
|
None |
|
None |
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 |
|
Financial Statements
and Exhibits. |
(a) |
|
Financial Statements of
Business Acquired. |
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) |
|
Pro Forma
Financial Information. |
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 |
ASSISTED
4 LIVING, INC. |
|
|
|
|
By: |
/s/ Janet
Huffman |
|
|
Janet
Huffman, CFO |
Assisted 4 Living (CE) (USOTC:ASSF)
Historical Stock Chart
From May 2022 to Jun 2022
Assisted 4 Living (CE) (USOTC:ASSF)
Historical Stock Chart
From Jun 2021 to Jun 2022