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Assisted 4 Living, Inc. – ‘8-K’ for 5/28/21

On:  Friday, 5/28/21, at 1:27pm ET   ·   For:  5/28/21   ·   Accession #:  1493152-21-13174   ·   File #:  333-226979

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/28/21  Assisted 4 Living, Inc.           8-K:1,9     5/28/21   11:229K                                   M2 Compliance LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     19K 
                Liquidation or Succession                                        
 7: R1          Cover                                               HTML     44K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 6: XML         XBRL Instance -- form8-k_htm                         XML     14K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- assf-20210528_lab                     XML     96K 
 5: EX-101.PRE  XBRL Presentations -- assf-20210528_pre              XML     64K 
 3: EX-101.SCH  XBRL Schema -- assf-20210528                         XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    33K 
11: ZIP         XBRL Zipped Folder -- 0001493152-21-013174-xbrl      Zip     15K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM  i 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):  i May 28, 2021 (May 27 2021)

 

 

 

 i Assisted 4 Living, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 i Nevada    i 333-226979    i 82-1884480
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

 i 6801 Energy Court,  i Suite 201  i Sarasota,  i Florida    i 34240
 (Address of Principal Executive Office)   (Zip Code)

 

 i (888)  i 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:

 

 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  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  i 

 

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.  i 

 

 

 

 C: 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 27, 2021, Assisted 4 Living, Inc., a Nevada corporation (the “Company”), entered into a Fourth Amendment (the “Fourth 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 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 Company, Mason, Bench and Trillium previously entered into a certain Second Amendment to the Purchase Agreement dated as of April 5, 2021, which the Company disclosed in a Current Report on Form 8-K it filed with the U.S. Securities and Exchange Commission on April 8, 2021. The Company, Mason, Bench and Trillium previously entered into a certain Third Amendment to the Purchase Agreement dated as of April 29, 2021, which the Company disclosed in a Current Report on Form 8-K it filed with the U.S. Securities and Exchange Commission on May 5, 2021.

 

The Fourth 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 June 15, 2021. The Fourth Amendment also amends Section 8.1(d) of the Purchase Agreement and extends the “End Date” to June 15, 2021, which is the date after which either party may terminate the Purchase Agreement if the closing hasn’t occurred.

 

The foregoing summary of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth 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.

 

Exhibit Number   Description
2.1   Fourth Amendment to Membership Interest Purchase Agreement by and among Assisted 4 Living, Inc., Richard T. Mason, G. Shayne Bench and Trillium Healthcare Group, LLC, dated as of May 27, 2021.

 

 C: 
 
 

 

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: May 28, 2021 ASSISTED 4 LIVING, INC.
   
  By: /s/ Janet Huffman 
    Janet Huffman, CFO
     

 

 C: 
 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
6/15/21
Filed on / For Period end:5/28/21
5/27/21
5/5/218-K
4/29/21
4/8/218-K
4/5/218-K
3/8/218-K
3/4/218-K
2/2/218-K
1/29/218-K
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