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 Registrant
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
On November 25, 2016, the Company sold an aggregate of $300,000
of its securities consisting of 10% Senior Secured 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 were sold in connection with a
private offering of Units being undertaken by the Company in the
aggregate amount of up to $1,000,000, on a best efforts basis.
The form of Note is filed herewith as Exhibit 99.1. The Notes are
due and payable 12 months from the date of issue, (the Maturity
Date). The Notes are secured by a senior Security Agreement
covering the Companys tangible and intangible assets. Each
investor will be required to be bound by an Agreement Among
Lenders to which the rights of investors under the Notes and
Security Agreement will be governed by investors holding a
Majority in Interest in the Notes.
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 25, 2016:
a.
On November 25, 2016, Global Healthcare REIT, Inc. (the Company),
sold an aggregate of $300,000 of its securities consisting of
Units, each Unit comprised of a 10% Senior Secured Promissory
Notes (Notes) 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. The Warrants
have a cashless exercise provision.
b.
The Notes and Warrants were sold to three 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.
e.
Not applicable.
f.
Not applicable.
ITEM 9.01:
FINANCIAL STATEMENTS AND EXHIBITS
|
Item |
Title |
||
|
10.1 10.2 |
Form of Security Agreement Form of Agreement Among Lenders |
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|
99.1 |
Form of Promissory Note |
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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). GLOBAL HEALTHCARE REIT, INC. (OTCMKTS:GBCS) Recent Trading Information
GLOBAL HEALTHCARE REIT, INC. (OTCMKTS:GBCS) closed its last trading session up +0.010 at 0.400 with 35,000 shares trading hands.