Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.01.
As a result of the Merger, all of the issued and outstanding stock of the
Company is currently owned by Parent. The Company intends to timely file with
the SEC a certification on Form 15 under the Exchange Act requesting that the
Company's reporting obligations under Section 13 and 15(d) of the Exchange Act
be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
At the Effective Time, each holder of Company Common Stock issued and
outstanding immediately prior to the Effective Time ceased to have any rights as
a stockholder of the Company (other than the right to receive the Merger
Consideration pursuant to the Merger Agreement).
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.05.
At the Effective Time, as a result of the Merger, a change in control of the
Company occurred and the Company is now a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Executive Employment Agreements and Entry into Release Agreements
Immediately prior to the Effective Time, on November 19, 2021, the Company
terminated (i) that certain Amended and Restated Employment Agreement, dated
July 6, 2018, with James R. McKnight, Jr. (the "McKnight Employment Agreement"),
(ii) that certain Employment Agreement, dated September 4, 2018, with Kerry D.
Massey (the "Massey Employment Agreement"), and (iii) that certain Employment
Agreement, dated March 2, 2020, with Rebecca B. Bodie (the "Bodie Employment
Agreement," and collectively, with the McKnight Employment Agreement and the
Massey Employment Agreement, the "Executive Employment Agreements").
The termination of the Executive Employment Agreements accelerates payment of
the severance benefits due under such agreements.
On November 19, 2021, in connection with the termination of the Executive
Employment Agreements and as a condition precedent to receipt of the severance
benefits due under the respective Executive Employment Agreement, the Company
entered into separate Termination and Release Agreements with (i) James R.
McKnight, Jr. (the "McKnight Release Agreement"), (ii) Kerry D. Massey (the
"Massey Release Agreement"), and (iii) Rebecca B. Bodie (the "Bodie Release
Agreement," and collectively with the McKnight Release Agreement and the Massey
Release Agreement, the "Release Agreements").
The Release Agreements provide that each of Messrs. McKnight and Massey and Ms.
Bodie are entitled to the payments and other severance benefits set forth in
Section XI of the McKnight Employment Agreement, Section XI of the Massey
Employment Agreement and Section VIII.A of the Bodie Employment Agreement.
Following the termination of the Executive Employment Agreements and entry into
the Release Agreements, Messrs. McKnight and Massey and Ms. Bodie will remain as
at-will employees of the Company.
McKnight Release Agreement
Pursuant to the McKnight Release Agreement, Mr. McKnight has granted a general
release in favor of the Company as a condition of receiving the payments and
other severance benefits specified in the McKnight Release Agreement. If not
revoked by Mr. McKnight within seven days pursuant to his statutory right to do
so unilaterally, the McKnight Release Agreement will be effective on November
26, 2021.
Under the terms of the McKnight Release Agreement, Mr. McKnight will receive
base salary of $1,000,000, a bonus of $702,000, a bonus for the fiscal year
ended December 31, 2021 of $441,096, and other benefits of $86,600, for total
severance payments of $2,229,696.

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Massey Release Agreement
Pursuant to the Massey Release Agreement, Mr. Massey has granted a general
release in favor of the Company as a condition of receiving the payments and
other severance benefits specified in the Massey Release Agreement. If not
revoked by Mr. Massey within seven days pursuant to his statutory right to do so
unilaterally, the Massey Release Agreement will be effective on November 26,
2021.
Under the terms of the Massey Release Agreement, Mr. Massey will receive base
salary of $300,000, a bonus for the fiscal year ended December 31, 2021 of
$264,657, and other benefits of $26,000, for total severance payments of
$590,657.
Bodie Release Agreement
Pursuant to the Bodie Release Agreement, Ms. Bodie has granted a general release
in favor of the Company as a condition of receiving the payments and other
severance benefits specified in the Bodie Release Agreement. If not revoked by
Ms. Bodie within seven days pursuant to her statutory right to do so
unilaterally, the Bodie Release Agreement will be effective on November 26,
2021.
Under the terms of the Bodie Release Agreement, Ms. Bodie will receive base
salary of $320,000, a bonus for the fiscal year ended December 31, 2021 of
$282,301, and other benefits of $43,300, for total severance payments of
$645,601.
The foregoing description of the Release Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
McKnight Release Agreement, Massey Release Agreement and Bodie Release
Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to
this Current Report on Form 8-K, and are incorporated by reference herein.
Post-Merger Officers and Directors
Notwithstanding the termination of the Executive Employment Agreements, as of
the Effective Time, in accordance with the Merger Agreement, the officers of the
Company immediately prior to the Merger remained in their respective positions
as officers of the Company.
Immediately following the Effective Time, pursuant to the terms of the Merger
Agreement, Chad A. McCurdy, Ben R. Leedle, Jr., James R. McKnight, Jr., Leslie
K. Morgan, Richard M. Brame, Robert Z. Hensley, and Robert A. McCabe, Jr. ceased
to be directors of the Company and Ephram Lahasky, Eran Ratner and Brian Kohn,
the directors of Merger Sub immediately prior to the Effective Time, were
appointed as directors of the Company. The departure of the directors was in
connection with the Merger and was not due to any disagreement or dispute with
the Company on any matter.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time and in accordance with the Merger Agreement, the
Certificate of Incorporation of the Company, as amended from time to time, was
amended and restated as set forth in the Amended and Restated Certificate of
Incorporation filed as Exhibit 3.1 hereto and is incorporated herein by
reference.
Immediately after the Effective Time and in accordance with the Merger
Agreement, the Amended and Restated Bylaws of the Company, as amended from time
to time, were amended and restated as set forth in the Amended and Restated
Bylaws are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
The foregoing descriptions of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws do not purport to be complete and
are qualified in their entirety by reference to the full text of such
amendments, which are filed as Exhibits 3.1 and 3.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 18, 2021, the Company held a special meeting of stockholders (the
"Special Meeting") to consider certain proposals relating to the Merger
Agreement. Such proposals are described in more detail in the Proxy Statement.
As of the close of business on October 5, 2021, the record date for the Special
Meeting, there were 6,949,104 shares of common stock, par value $0.01 per share,
of the Company (the "Company Common Stock") outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. At the Special
Meeting, a total of 6,200,748 shares of Company Common Stock, representing
approximately 89% of the outstanding shares of Company Common Stock entitled to
vote, were present or represented by proxy, constituting a quorum to conduct
business.
Set forth below are the proposals, and the action taken by the Company's
stockholders with respect to each proposal at the Special Meeting.

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Proposal No. 1: Approval of the Merger Proposal The Company's stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Proposal required the affirmative vote of a majority of the shares of Company Common Stock that were outstanding and entitled to vote as of the record date. The voting results for this proposal were as follows:


                       Votes For       Votes Against       Abstentions
                       6,189,271           6,465              5,012

Proposal No. 2: Approval of the Advisory, Non-Binding Compensation Proposal The Company's stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger. Approval of this proposal required the affirmative vote of a majority of the outstanding shares of Company Common Stock that were present at the Special Meeting and entitled to vote as of the record date. The voting results for this proposal were as follows:


                       Votes For       Votes Against       Abstentions
                       6,153,032          38,052              9,664



Proposal No. 3: Approval of the Adjournment Proposal
The proposal to approve the adjournment or postponement of the Special Meeting
to a later date or time, if necessary or appropriate as determined by the
Company, to solicit additional proxies if there were insufficient votes to adopt
the Merger Agreement at the time of the Special Meeting, was not voted upon at
the Special Meeting because sufficient votes were received to approve the
adoption of the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
On November 19, 2021, the Company issued a press release announcing adoption of
the Merger Agreement by the Company's stockholders at the Special Meeting and
the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Pursuant to the rules and regulations of the SEC, the information in this Item
7.01 disclosure, including Exhibit 99.1, and information set forth therein, is
deemed to have been furnished and shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. Such information shall not be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

      Exhibit
       Number                                        Description of Exhibits
              2.1  †         Agreement and Plan of Merger by and among DAC Acquisitions LLC, DVCR
                             Acquisition Corporation and Diversicare Healthcare Services, Inc. dated
                             August 26, 2021 (incorporated by reference to Exhibit 2.1 to the
                             Company's current report on Form 8-K Filed with the SEC on August 27,
                             2021).

              3.1  *         Amended and Restated Certificate of Incorporation of Diversicare
                             Healthcare Services, Inc.

              3.2  *         Amended and Restated Bylaws of Diversicare Healthcare Services, Inc.

             10.1  *         Termination and Release Agreement, dated November 19, 2021, by and
                             between Diversicare Healthcare Services, Inc. and James R. McKnight,
                             Jr.

             10.2  *         Termination and Release Agreement, dated November 19, 2021, by and
                             between Diversicare Healthcare Services, Inc. and Kerry D. Massey.

             10.3  *         Termination and Release Agreement, dated November 19, 2021, by and
                             between Diversicare Healthcare Services, Inc. and Rebecca B. Bodie.

             99.1  *         Press Release, dated November 19, 2021.

                 104         Cover Page Interactive Data File (embedded within the Inline XBRL
                             document)

† The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

* Filed herewith.

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