GLOBAL HEALTHCARE REIT, INC. (OTCMKTS:GBCS) Files An 8-K Unregistered Sales of Equity SecuritiesITEM 3.02
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”):
1.
| a. | On May 4, 2018, the Company executed an Employment Agreement (the “Employment Agreement”) with Zvi Rhine, the Company’s President and CFO (“Rhine”). to the Employment Agreement, the Company granted Rhine a restricted stock award (the “Award”) consisting of 150,000 shares of common stock. The Award is subject to ratable vesting at the rate of one half (1/2) of such shares on each of the first and second anniversaries of the Effective Date of the Agreement (January 1, 2018). In addition, the Company granted to Rhine an option to purchase 600,000 shares of Company Common Stock (the “Option”), with an effective date of grant of April 1, 2018 (the “Effective Date’). The Options are subject to ratable vesting at the rate of 150,000 options vesting immediately on the grant date, and 150,000 options vesting on each of the 12 18 and 24 months following the date of grant. Subject to the foregoing vesting the Options are exercisable for five years from the date of grant at an exercise price of $.36 per share. The Options contain a cashless exercise provision. The Award and the Option are collectively referred to herein as the “Securities”). Copies of the Restricted Stock Award Agreement, Notice of Grant, Option Agreement and Employment Agreement are filed here with as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively. |
| b. | The Securities were granted to Rhine, an officer and director of the Company. The Securities granted and the Securities issuable upon exercise of the options will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. |
| c. | The Company paid no fees or commissions in connection with the issuance of the Securities |
| d. | The grant 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 Executive qualifies 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, are subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and Executive is aware of all aspects of our business, including our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that the Executive obtained all information regarding the Company and received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes. |
| e. | See Item 3.02(a) above. |
| f. | Not applicable |
| ITEM 5.02 | COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On May 4, 2018, the Company entered into a two year employment agreement with its President and CFO Zvi Rhine. Under the terms of the Employment Agreement Mr. Rhine will be paid a base salary of $165,000 a year commencing January 1, 2018. The Base Salary will accrue and not be paid until the Company has raised a minimum of $600,000 in funding. Mr. Rhine was also granted the Award and Options described in Item 3.02 above and in the employment agreement. A copy of the employment agreement is filed herewith as Exhibit 10.4.
GLOBAL HEALTHCARE REIT, INC. ExhibitEX-10.1 2 ex10-1.htm AGREEMENT FOR RESTRICTED STOCK AWARD THIS AGREEMENT FOR RESTRICTED STOCK AWARD is made and entered into effective 1st day of April,…To view the full exhibit click here
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).