Item 3.02 Unregistered Sale of Equity Securities.
On November 13, 2020, Assisted 4 Living, Inc. (the "Company") sold an aggregate
of 10,000,000 shares of its common stock for an aggregate purchase price of
$200,000. The offer, sale and issuance of such common stock was deemed to be
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on Section 4(a)(2) of the Securities Act as
transactions by an issuer not involving a public offering. The recipients of
these securities acquired the securities for investment purposes only and not
with a view to or for sale in connection with any distribution thereof and
represented to us that they could bear the risks of the investment and could
hold the securities for an indefinite period of time, and appropriate legends
were affixed to the securities issued in these transactions. Each of the
recipients of securities represented to us in connection with their purchase
that they were an accredited investor within the meaning of Rule 501 of
Regulation D under the Securities Act.
Item 5.01 Changes in Control of Registrant.
Roger Tichenor, Excel Family Partners, LLLP and Michael Valentino (together,
"Purchasers") collectively acquired control of the Company, effective as of
November 10, 2020, in a transaction involving the purchase of 7,800,000 shares
of common stock from Romulus Barr and 2,000,000 shares of common stock from Anca
Barr. The Purchasers used their own cash on hand to pay the aggregate purchase
price of $350,000 for the 9,800,000 shares of common stock, which constitutes
approximately 69% of the Company's issued and outstanding common shares. Mr.
Tichenor purchased 3,266,666 shares, Excel Family Partners purchased 3,266,668
shares and Mr. Valentino purchased 3,266,666 shares, resulting in each of them
owning approximately 23% of the issued and outstanding shares of the Company as
of November 10, 2020. As a result of the sale there was a change of control of
the Company.
In connection with the change in control, Romulus Barr resigned as a director
and his positions as the Company's Chief Executive Officer, Principal Executive
Officer, President, Chief Financial Officer, Principal Financial Officer,
Treasurer and Principal Accounting Officer, effective November 6, 2020. Also in
connection with the change in control, Anca Barr resigned as a director and her
positions as the Company's Secretary, effective November 6, 2020.
Also in connection with the change of control, a new directorship was created
and Roger Tichenor, Bruce Cassidy and Michael Valentino were each appointed to
the Board of Directors of the Company (the "Board"). Each will serve on the
Board until his successor shall be duly elected and qualified, or until his
earlier resignation or removal in accordance with the Company's Bylaws.
Other than as described above, there are no arrangements or understandings among
both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters.
As required to be disclosed by Regulation S-K Item 403(c), there are no
arrangements, known to the Company, including any pledge by any person of
securities of the Company or any of its parents, the operation of which may at a
subsequent date result in a change in control of the Company.
The information set forth in Item 5.02 of this Form 8-K is incorporated by
reference into this Item 5.01.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 5.01 of this Form 8-K is incorporated by
reference into this Item 5.02.
Biographies of New Board Members
Roger Tichenor; Director; Chief Financial Officer, Principal Financial Officer
and Principal Accounting Officer; Age 57: Roger Tichenor has over 30 years of
investment and management experience. From 1985 to 1994 Roger was a registered
stockbroker and a licensed commodity trader with Republic Securities, a company
based out of Chicago, IL. From 1994 to 2004 he was the president of Phoenix
Capital Inc., a firm that consulted with public and private companies. In 2004
he became the Managing Director of Private Equity Fund, Phoenix Capital
Opportunity Fund. From 2010 to present day, Roger became a private investor in a
number of different areas ranging from Real Estate to hard money lending.
Bruce A Cassidy, Sr.; Director, Chief Executive Officer, Principal Executive
Officer and President; Age 70: Bruce A Cassidy, Sr. was Founder and CEO of
Excel Mining Systems (EMS) a manufacturer of roof support systems for the mining
industry located in Bowerston, Ohio. Bruce served as Chief Executive Officer of
EMS from 1991 until its sale in 2007 to Orica Mining Services ("Orica"), an
Australian-based company. In 2008, Mr. Cassidy became President and Chief
Executive Officer of Minova North & South Americas, a subsidiary of Orica, and
served in that position until his retirement in December 2009. Since the sale
of his company, Bruce has spent his time investing in, operating, and serving as
a board member for various companies in multiple industries. He was the
founding investor and served on the board of Ohio Legacy Corp which owned
Premier Bank and Trust for over seven years. Bruce currently owns and operates
The Concession Golf Club in Sarasota FL and continues to own and serve on the
board of several operating business entities, including: Selinsky Force, located
in Canton OH; CelebYou, located in Sarasota FL; Sarasota Green Group, located in
Sarasota FL; Segmint, located in Akron OH; and several others.
Michael J. Valentino; Director; Age 66: Michael J. Valentino successfully built
start-up Adams Respiratory Therapeutics into a fully integrated specialty
pharmaceutical company with leading OTC brands such as Mucinex® and
Delsym®. Under Mike's leadership, Adams completed its initial public offering,
which was ranked by The Wall Street Journal as the No. 1 Health Care IPO in
2005, and in December 2007, the Company entered into a definitive agreement
under which it would be acquired by Reckitt Benckiser for approximately $2.3
billion. Previously, Valentino served as Executive Vice President, Global Head
Consumer Pharmaceuticals for Novartis AG. He earlier served as President and
Chief Operating Officer of Novartis Consumer Healthcare, North America, Prior to
that, Valentino was President of Pharmacia & Upjohn's Consumer Products
Division. Mr. Valentino is an Ernst & Young Entrepreneur of The Year® winner for
his leadership and achievement in the field of Life Sciences. He was also the
recipient of D.A.R.E. Future of New Jersey Award.
There is no family relationship between Mr. Tichenor, Mr. Cassidy and Mr.
Valentino.
Compensation of Officers and Directors
There are no agreements to compensate any of the officers or directors for their
services.
The Company has not adopted any retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit of the
officers or directors.
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any former officers or directors
which would in any way result in payments to any such person because of his or
her resignation, retirement or other termination of such person's services with
the Company, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Except for the ownership of the Company's securities, neither the newly elected
directors or officers, nor any member of the immediate family of such persons,
have, to the knowledge of the Company, had a material interest, direct or
indirect, since the beginning of the Company's last fiscal year, in any
transaction or proposed transaction which may materially affect the Company.
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