Current Report Filing (8-k)
October 22 2021 - 04:32PM
Edgar (US Regulatory)
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2021-10-18 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): October 22, 2021
(October
18, 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.) |
5115 East SR 64
Bradenton,
Florida |
|
34208 |
(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 2.01
Completion of Acquisition or Disposition of Assets
On October
18, 2021, Assisted 4 Living, Inc., a Nevada corporation (the
“Company”), through its indirect wholly-owned subsidiaries,
completed the acquisition from Grace Care Centers and its
affiliates (collectively, “Seller”) of 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
Assets were acquired pursuant to and in accordance with three
Purchase and Sale Agreements and three Management Transfer
Agreements (collectively, the “Purchase
Agreements”).
The
Facilities, located in Olney, Nocona and Henrietta, Texas, are all
5-star rated by CMS for quality and have a combined 258 beds. The
Facilities will continue to be leased to local hospital districts,
who will continue to be the licensed operators of the Facilities.
The Company, through indirect wholly-owned subsidiaries, now owns
the Assets and will manage the day-to-day activities of the
Facilities pursuant to management agreements which it assumed in
connection with the transaction.
The Company,
through its indirect wholly-owned subsidiary, financed part of the
Purchase Price with a loan from Arena Limited SPV, LLC
(“Lender”) in the principal amount of $6,600,000 (the
“Loan”). Outstanding principal accrues interest at a rate
per annum equal to the sum of the Prime Rate plus 4.125%, with a
minimum interest rate per annum of not less than 7.875%. Monthly
interest only payments commence on December 15, 2021, and continue
each month until the maturity date of the Loan on April 18, 2023,
at which time any outstanding principal and accrued and unpaid
interest is due and payable. If any principal, interest or any
other sums due under the Loan (other than the payment of principal
due on the maturity date), is not paid on or prior to the due date,
the Company is required to pay Lender upon demand an amount equal
to 5% of such unpaid sum. In connection with any repayment or
prepayment of principal, a non-refundable fee equal to 0.5% of the
principal amount of such repayment or prepayment is due. The
Company may prepay the outstanding amount in whole, but not part,
upon prior written notice to Lender.
The Company
has the right to extend the initial maturity date to October 15,
2023 upon prior written notice to Lender and the payment to Lender
of a non-refundable fee equal to 1% of the outstanding principal
balance no later than 30 days prior to the maturity date. The
Company may extend the maturity date further, to April 15, 2024,
upon prior written notice to Lender and the payment to Lender of a
non-refundable fee equal to 1% of the outstanding principal balance
prior to the extended maturity date.
The Loan is
secured by a first priority lien on the Assets, including all
amounts received by the Company or any subsidiaries constituting
rent or other payment under any leases or management fees under
each of the management agreements, which must be deposited into a
segregated account at a bank and held in trust for Lender. The Loan
is subject to customary affirmative and negative covenants, as well
as customary default provisions for late or non-payments or breach
of covenants, for loans of this nature. Pursuant to the terms of a
guaranty agreement, the Company and several of its direct and
indirect wholly-owned subsidiaries, have each unconditionally
guaranteed to Lender the payment of all indebtedness, liabilities
and obligations of every kind and nature under the Loan.
The
foregoing summary of the acquisition of the Assets pursuant to the
Purchase Agreements and the Loan Documents, 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 attached hereto as
Exhibits 2.1 through 2.7, and the Loan Documents, which are
attached hereto as Exhibits 10.1 through 10.3, all of which are
incorporated herein by reference. You are urged to read said
exhibits attached hereto in their entirety.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the
extent required by Item 2.03 of Form 8-K, the information set forth
in Item 2.01 above is incorporated by reference into this Item
2.03.
Item 9.01
Financial Statements and Exhibits.
(a)
Financial Statements of
Business Acquired.
The Company
intends to file the financial statements of Seller required by Item
9.01(a) as part of an amendment to this Report no later than 71
calendar days after the required filing date for this
Report.
(b)
Pro Forma Financial
Information.
The Company
intends to file the pro forma financial information required by
Item 9.01(b) as part of an amendment to this Report no later than
71 calendar days after the required filing date for this
Report.
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 |
10.1 |
|
Loan Agreement dated as of October 18, 2021 between
Real Living Property Holdings – Texas, LLC and Arena Limited SPV,
LLC |
10.2 |
|
Promissory Note dated October 18, 2021 made by Real
Living Property Holdings – Texas, LLC and payable to Arena Limited
SPV, LLC |
10.3 |
|
Guaranty made as of October 18, 2021, by Assisted 4
Living, Inc. and subsidiaries for the benefit of Arena Limited SPV,
LLC |
104 |
|
Cover Page
Interactive Data File (embedded within the Inline XBRL
document) |
* |
Previously filed as same
Exhibit Number with the Company’s Form 8-K filed June 24,
2021. |
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: October 22,
2021 |
ASSISTED 4 LIVING,
INC. |
|
|
|
|
By: |
/s/ Janet Huffman |
|
|
Janet Huffman,
CFO |
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