Current Report Filing (8-k)
June 24 2021 - 1:34PM
Edgar (US Regulatory)
0001719435
false
0001719435
2021-06-21
2021-06-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 24, 2021 (June 21, 2021)
Assisted
4 Living, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
333-226979
|
|
|
(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: 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
June 21, 2021, Assisted 4 Living, Inc., a Nevada corporation (the “Company”), through wholly-owned subsidiaries, entered
into three Purchase and Sale Agreements and three Management Transfer Agreements (collectively, the “Purchase Agreements”)
with Grace Care Centers and its affiliates (collectively, the “Sellers”) to acquire three skilled nursing facilities
located in Texas (the “Facilities”), including the real property, buildings, structures, improvements, fixtures and
certain other assets comprising the Facilities (together with the Facilities, the “Assets”) in exchange for an aggregate
purchase price of $7,750,000 (the “Purchase Price”). The Facilities are located in Olney, Nocona and Henrietta, Texas.
The
Company made an escrow deposit with the title company of $100,000 in connection with the execution of each of the three Purchase and
Sale Agreements (the “Deposit”), which was split evenly amongst the Facilities. The Deposit will be applied towards
the Purchase Price for that specific Facility, and is refundable if the Company terminates a particular Purchase and Sale Agreement.
The closing of the transaction is to occur on or before August 2, 2021. Each Purchase and Sale Agreement allows the Company to extend
the closing date for a particular Facility up to two additional 30-day periods by notifying the Sellers and delivering to the title company
an additional $16,666.67 for the first thirty 30-day closing date extension and an additional $33,333.33 for the second thirty 30-day
closing date extension. The additional deposits are treated the same as the Deposit.
The
Sellers currently lease the Facilities to local hospital districts, who are currently the licensed operators of the Facilities. The Sellers
also manage the day-to-day activities of the Facilities pursuant to management agreements. The transaction is conditioned upon these
management agreements being assigned to and assumed by the Company. After the transaction closes, the Company will own the Assets and
manage the day-to-day activities of the Facilities.
The
transaction has been unanimously approved by the board of directors of the Company and the managers and members of the Sellers.
The
foregoing summary of the Purchase Agreements and the transactions contemplated thereunder and any other agreements to be entered into
by the parties are qualified in their entirety by reference to the full text of the Purchase Agreements, which are attached hereto as
Exhibits 2.1 through 2.6 and are incorporated herein by reference. You are urged to read said exhibits attached hereto in their entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
|
|
Description
|
2.1
|
|
Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Olney, LLC, and Real Living Property Holdings – Texas, LLC
|
2.2
|
|
Management Transfer Agreement dated as of June 21, 2021 by and between GCC Olney, LLC and Olney Health and Rehab Center, LLC
|
2.3
|
|
Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Nocona, LLC, and Real Living Property Holdings – Texas, LLC
|
2.4
|
|
Management Transfer Agreement dated as of June 21, 2021 by and between GCC Nocona, LLC and Nocona Health and Rehab Center, LLC
|
2.5
|
|
Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Henrietta, LLC, and Real Living Property Holdings – Texas, LLC
|
2.6
|
|
Management Transfer Agreement dated as of June 21, 2021 by and between GCC Henrietta, LLC and Henrietta Health and Rehab Center, LLC
|
2.7
|
|
Guarantee of Indemnification Obligations made as of June 21, 2021, by Jake Hallsted for the benefit of Nocona Health and Rehab Center, LLC, Henrietta Health and Rehab Center, LLC, Olney Health and Rehab Center, LLC and Real Living Property Holdings – Texas, LLC
|
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 24, 2021
|
ASSISTED
4 LIVING, INC.
|
|
|
|
|
By:
|
/s/
Janet Huffman
|
|
|
Janet
Huffman, CFO
|
Assisted 4 Living (PK) (USOTC:ASSF)
Historical Stock Chart
From Aug 2024 to Sep 2024
Assisted 4 Living (PK) (USOTC:ASSF)
Historical Stock Chart
From Sep 2023 to Sep 2024