Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2021, Assisted 4 Living, Inc., a Nevada corporation (the
"Company"), entered into an Agreement for the Purchase and Sale of Business
Assets and Real Estate (the "Purchase Agreement"), by and between the Company
and Autumn Accolade, Inc., ("Asset Seller"), Deborah S. Penn, as Trustee under
the provisions of a Trust Agreement dated October 8, 2012, and known as the
Denton M. Penn Jr. Trust, as to an undivided one-half interest; Deborah S. Penn,
as Trustee under the provisions of a Trust Agreement dated October 8, 2012, and
known as the Deborah S. Penn Trust, as to an undivided one-half interest
(together, "RE Seller," and collectively with Asset Seller, the "Seller").
Asset Seller owns and operates a licensed assisted living facility located in
Green Valley, Illinois known as Autumn Accolade (the "Business"). Asset Seller
also owns various assets in conjunction with the operation of the Business,
including all assets that are located at, on or within the Premises including
those assets that are affixed to the Premises (collectively, "Assets"). RE
Seller is the owner in fee simple of the real estate upon which the Assets are
located (the "Premises").
Subject to the terms of the Purchase Agreement, the Company is acquiring the
Assets and the Premises from the Sellers in exchange for $2,300,000 and the
assumption of certain liabilities. The Company paid a $110,000 deposit (the
"Deposit") upon execution of the Purchase Agreement, which is being held in
escrow and will be applied to the purchase price at closing, or refunded if the
closing doesn't occur. The Company paid an additional $15,000 deposit to the
Seller upon execution of the Purchase Agreement, which is not refundable.
The closing shall take place promptly following the satisfaction or waiver of
the conditions to closing (but in no event less than 30 days thereafter unless
otherwise agreed to by the parties). In the event the closing has not taken
place by March 31, 2022, then either party may terminate the Purchase Agreement
by written notice to the other party so long as such party is not then in breach
of the Purchase Agreement, and the Deposit will be immediately returned to the
Company, less $35,000 to be paid to the Seller if the Seller is able to close
but the Company has failed to meet a financing contingency prior to the March
31, 2022 closing date. The Company may extend the March 31, 2022 closing date to
no later than June 30, 2022 upon written notice to the Seller prior to the March
31, 2022 and the payment to the Seller of a non-refundable amount of $20,000,
which shall not be applied to the purchase price.
The foregoing summary of the Purchase Agreement 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 Agreement, which is attached hereto as Exhibit 2.1 and 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 Agreement for the Purchase and Sale of Business Assets and Real
Estate by and between Assisted 4 Living, Inc. and Autumn Accolade,
Inc., Deborah S. Penn, as Trustee under the provisions of a Trust
Agreement dated October 8, 2012, and known as the Denton M. Penn Jr.
Trust, as to an undivided one-half interest; Deborah S. Penn, as
Trustee under the provisions of a Trust Agreement dated October 8,
2012, and known as the Deborah S. Penn Trust, as to an undivided
one-half interest, dated as of September 30, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses