AdCare Health Systems, Inc. (NYSEMKT:ADK) Files An 8-K Entry into a Material Definitive Agreement

AdCare Health Systems, Inc. (NYSEMKT:ADK) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On May 26, 2017, AdCare Health Systems, Inc. (the Company)
entered into an At Market Issuance Sales Agreement (the Sales
Agreement) with JMP Securities LLC (the Agent), to which the
Company may offer and sell, from time to time, shares of the
Companys 10.875% Series A Cumulative Redeemable Preferred Stock,
no par value per share and liquidation preference of $25.00 per
share (the Series A Preferred Stock), having an aggregate
offering price of up to $4,618,472 (the Shares), through an at
the market offering program through the Agent.
Sales of the Shares to the Sales Agreement, if any, may be made
in negotiated transactions or any method permitted by Rule 415
under the Securities Act of 1933, as amended (the Securities
Act). The Agent is not required to sell any specific number of
Shares, but the Agent will make all sales using commercially
reasonable efforts consistent with its normal trading and sales
practices and in accordance with the terms set forth in the Sales
Agreement. The Company will instruct the Agent as to the number
of Shares to be sold by it. Additionally, the Company may
instruct the Agent not to sell the Shares if the sales cannot be
effected at or above the price designated by the Company in its
instructions to the Agent. Under the Sales Agreement, the Agent
will be entitled to compensation equal to 2.0% of the gross sales
price of all Shares sold through it as Agent.
The Sales Agreement contains customary representations and
warranties of the parties and indemnification and contribution
under which the Company and the Agent have agreed to indemnify
each other against certain liabilities, including liabilities
under the Securities Act.
The Agent and its affiliates have provided in the past, or may
provide from time to time in the future, certain financial,
advisory, investment banking and other services to the Company
and its affiliates in the ordinary course of their business, for
which they have received, or may in the future receive, customary
fees and expenses
The Shares sold to the Sales Agreement, if any, will be issued to
a prospectus dated January 22, 2015, as supplemented by a
prospectus supplement dated May 26, 2017, in each case filed with
the Securities and Exchange Commission (the Commission) to the
Companys effective Registration Statement on Form S-3 (File No.
333-201462), which was declared effective by the Commission on
January 22, 2015.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of any offer to buy the securities
discussed herein, nor shall there be any offer, solicitation or
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
The foregoing description of the Sales Agreement is qualified in
its entirety by reference to the full text of the Sales
Agreement, a copy of which is filed as Exhibit 1.1 hereto and is
incorporated herein by reference.
Item 8.01 Other Events.
On May 26, 2017, Rogers Hardin LLP delivered to the Company an
opinion with respect to the validity of the Shares and a tax
opinion relating thereto, copies of which are filed as Exhibits
5.1 and 8.1 hereto, respectively, and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
1.1
At Market Issuance Sales Agreement, dated May 26, 2017,
between AdCare Health Systems, Inc. and JMP Securities
LLC.
5.1
Opinion of Rogers Hardin LLP regarding the validity of
the Shares.
8.1
Opinion of Rogers Hardin LLP regarding tax matters.
23.1
Consent of Rogers Hardin LLP (contained in Exhibit 5.1
and 8.1 hereto).


About AdCare Health Systems, Inc. (NYSEMKT:ADK)

AdCare Health Systems, Inc., through its subsidiaries, is a self-managed real estate investment company that invests in real estate purposed for long-term care and senior living. The Company’s business principally consists of leasing and subleasing such facilities to third-party tenants, which operate the facilities. The Company owns, leases, or manages for third parties approximately 40 facilities mainly in the Southeast. Its portfolio consists of over 30 skilled nursing facilities, approximately two assisted living facilities and an independent living facility. The Company’s facilities provide a range of healthcare and related services to patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents.

AdCare Health Systems, Inc. (NYSEMKT:ADK) Recent Trading Information

AdCare Health Systems, Inc. (NYSEMKT:ADK) closed its last trading session down -0.02 at 1.06 with 100,192 shares trading hands.

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