GLOBAL HEALTHCARE REIT, INC. (OTCMKTS:GBCS) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On November 8, 2017, the Company completed the sale of an aggregate of $300,000 of its 10% Senior Promissory Notes (“Notes”) for a purchase price equal to the principal amount of the Notes. For every $1.00 in principal amount of Note, each investor will receive one warrant (“Warrant”) exercisable for 12 months to purchase one share of common stock at an exercise price of $0.75 per share. The Notes are due and payable on October 31, 2020, (the “Maturity Date”). Each investor will be required to be bound by an Agreement Among Lenders to which the rights of investors under the Notes a will be governed by investors holding a Majority in Interest in the Notes. The form of Agreement Among Lenders is filed herewith as Exhibit 10.1 and the form of Note is filed herewith as Exhibit 99.1.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
ITEM 7.01 REGULATION FD DISCLOSURE
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Global Healthcare REIT, Inc., a Utah corporation (the “Company”), effective November 8, 2017:
|a.||On November 8, 2017, Global Healthcare REIT, Inc. (the “Company”), completed the sale of an aggregate of $300,000 of its Units, each Unit consisting of a 10% Senior Promissory Note (“Note”) and one Warrant for every $1.00 in principal amount of Note. The purchase price for the Units is equal to the principal amount of the Notes as reflected in Item 2.03 above. Each Warrant is exercisable for 12 months to purchase a share of common stock at an exercise price of $.75 per share.|
|b.||The Notes and Warrants were sold to four investors, each of whom qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the “Securities Act”).|
|c.||The Company paid no fees or commissions in connection with the issuance of the Units.|
|d.||The issuance of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investors each qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that the accredited investors obtained all information regarding the Company that each requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.|
|f.||The proceeds will be used for general working capital.|
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
GLOBAL HEALTHCARE REIT, INC. ExhibitEX-10.1 2 ex10-1.htm AGREEMENT BY AND AMONG LENDERS This Agreement is made and entered into as of the __ day of ___________,…To view the full exhibit click
About GLOBAL HEALTHCARE REIT, INC. (OTCMKTS:GBCS)
Global Healthcare REIT, Inc. operates as a real estate investment trust (REIT) for the purpose of investing in real estate and other assets related to the healthcare industry. The Company acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company owns approximately nine healthcare properties, which are leased to third-party operators under triple-net operating terms. The Company’s approximately nine assisted-living facilities include Middle GA Nursing Home; Warrenton Nursing Home (Warrenton); Southern Hills Retirement Center; Goodwill Nursing Home; Edwards Redeemer Health & Rehab; Providence of Sparta Nursing Home; Providence of Greene Point Healthcare Center; Meadowview Healthcare Center, and Golden Years Manor Nursing Home. The Company’s Southern Hills Retirement Center consists of an Assisted Living facility (ALF), an Independent Living facility (ILF) and a Skilled Nursing facility (SNF).