UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section~~report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event reported): ~~Exchange~~March ~~Act~~20, ~~of 1934~~2023

Date of Report (Date of earliest event reported): February 2, 2023

AlerisLife Inc.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Maryland		1-16817		04-3516029
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Maryland

Two Newton Place 255 Washington Street, Suite 230 Newton, Massachusetts				02458
(Address of principal executive offices)				(Zip Code)

(State or Other Jurisdiction of Incorporation)

(617) 796-8387

1-16817		47-3516029
(Commission File No.)		(IRS Employer Identification No.)

~~(Registrant’s~~Two ~~telephone~~Newton ~~number~~Place 255 Washington Street Suite 230 Newton, ~~including~~Massachusetts ~~area~~02458 ~~code~~(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (617) 796-8387

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class Trading ~~Symbols~~Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on ~~Which~~which ~~Registered~~registered Common ~~Stock~~stock ALR The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§Section 230.405 of this chapter) or ~~Rule~~ Rule 12b-2 of the Securities Exchange Act of 1934 (§Section 240.12b-2 of this chapter).

Emerging growth company o¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

OnAs ~~February~~previously disclosed in the Current Report on Form 2,8-K ~~2023,~~filed with the Securities and Exchange Commission (the “SEC”) by AlerisLife Inc., a Maryland corporation (~~“ALR” or~~ the “Company”), on February 2, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ABP Acquisition 2 LLC (“Purchaser”), a Maryland limited liability company and a wholly-owned subsidiary of ABP Acquisition LLC (“~~Parent~~ABP”). Pursuant to the Merger Agreement, and ~~Parent’s~~upon ~~wholly~~the ~~owned~~terms ~~subsidiary,~~and ~~ABP~~subject ~~Acquisition~~to 2the ~~LLC~~conditions thereof, aon February 17, 2023, Purchaser commenced ~~Maryland~~a ~~limited~~tender ~~liability~~offer ~~company~~(the “Offer”) to acquire all of the issued and outstanding shares (the “~~Purchaser~~Shares”) of common stock, par value $0.01 ~~Parent~~per isshare, aof the Company (other than Shares held by ABP, Purchaser, any other direct or indirect wholly owned subsidiary of ABP ~~Trust~~or ~~and~~any ~~Adam~~person D.that ~~Portnoy~~owns, ~~a Managing~~directly ~~Director~~or indirectly, all of the ~~Company~~outstanding ~~and~~equity ~~Chair~~interests of ~~the~~Purchaser) ~~Company’s~~at ~~Board~~a price of ~~Directors~~$1.31 (per Share, net to the ~~“Company~~seller ~~Board”)~~in cash, iswithout ~~the~~interest, ~~sole trustee~~ and ~~controlling~~subject ~~shareholder~~to ~~and~~any anapplicable ~~officer~~withholding of ~~ABP~~taxes ~~Trust~~(the “Offer Price”).

~~Pursuant~~At toone ~~the~~minute ~~Merger~~after ~~Agreement~~11:59 p.m., ~~and~~Eastern ~~upon~~Time, ~~the~~on ~~terms~~March 17, ~~and subject to~~2023, the ~~conditions~~Offer ~~thereof~~expired. Equiniti Trust Company, ~~Purchaser~~in ~~will~~its ~~commence~~capacity aas ~~tender~~depository ~~offer~~for the Offer (the “~~Offer~~Depository”), toadvised ~~acquire~~Purchaser that, ~~all~~as of the ~~outstanding~~expiration ~~shares (“Shares”)~~ of ~~common~~the ~~stock~~Offer, ~~par~~a ~~value~~total ~~$0.01~~of ~~per share~~22,375,687 ofShares ~~the~~were ~~Company~~tendered ~~(other~~and ~~than~~not ~~Shares~~validly ~~held~~withdrawn bypursuant ~~Parent,~~to ~~Purchaser~~the Offer, ~~any~~representing approximately ~~other~~66.9% ~~direct~~of orthe ~~indirect wholly~~Shares ~~owned~~outstanding ~~subsidiary~~as of ~~Parent~~the orexpiration ~~any~~of ~~person~~the ~~that~~Offer. ~~owns~~In addition, ~~directly~~the orDepository ~~indirectly,~~advised ~~all~~Purchaser that Notices of ~~the~~Guaranteed ~~outstanding~~Delivery ~~equity~~have ~~interests~~been ofdelivered ~~Purchaser) at~~with arespect ~~price~~to of368,756 ~~$1.31~~additional ~~per Share~~Shares, ~~net~~representing toapproximately 1.1% of the ~~seller~~Shares inoutstanding ~~cash,~~as ~~without~~of ~~interest~~the ~~(such~~expiration ~~amount~~of ~~per Share,~~ the “Offer. ~~Price”),~~Each ~~subject~~ condition to ~~any~~the ~~withholding~~Offer ofwas ~~taxes.~~satisfied ~~Parent~~or waived, ~~together~~and ~~with~~Purchaser ~~shares~~irrevocably accepted ~~held~~for ~~directly~~payment byall ~~Mr. Portnoy~~Shares ~~and~~that ~~ABP~~were ~~Trust,~~validly ~~currently~~tendered ~~owns~~and ~~approximately 6.1%~~not ofvalidly ~~the outstanding Shares~~withdrawn.

~~The~~On ~~obligation~~March 20, of2023, ~~Parent~~following ~~and~~consummation ~~Purchaser~~of ~~to consummate~~ the Offer, ~~is subject~~Purchaser tomerged ~~certain~~with ~~customary conditions, including that there be validly tendered~~ and ~~not~~into ~~validly withdrawn a number of Shares that, together with~~ the ~~number~~Company ~~of Shares beneficially owned by any person that owns, directly or indirectly, all of~~ (the ~~outstanding equity interest of Purchaser or any wholly owned subsidiary of Parent~~“Merger”), ~~represents~~with ~~at least a majority of all Shares outstanding at~~ the ~~time~~Company ofas the ~~expiration of~~surviving ~~the~~corporation ~~Offer~~ (the “~~Minimum~~Surviving ~~Condition~~Corporation”),. The asMerger ~~well~~was ascompleted ~~receipt~~pursuant ofto ~~certain third~~Section 3-~~party consents~~106.1 ~~Prior to the execution~~ of the ~~Merger~~ ~~Agreement,~~Maryland ~~Diversified~~General ~~Healthcare~~Corporation ~~Trust~~Law (the “~~DHC~~MGCL”), ~~which~~with ~~beneficially~~no ~~owns~~meeting or ~~approximately~~vote ~~31.9%~~ of the ~~outstanding~~Company’s ~~Shares, delivered~~stockholders arequired ~~consent with respect~~ to consummate the ~~exception~~Merger. ofAt ~~certain ownership limitations in~~ the ~~Articles~~effective oftime ~~Amendment and Restatement~~ of the ~~Company~~ Merger (the “~~Company Charter~~Effective Time”), each issued and ~~agreed,~~outstanding ~~among~~Share (other ~~things,~~than toShares ~~tender~~held ~~the~~by ~~Shares~~ABP, itPurchaser, ~~owns~~or ~~into~~any ~~the~~other ~~Offer.~~direct ~~The~~or ~~Minimum Condition~~indirect ~~may~~wholly ~~not~~owned subsidiary beof ~~waived.~~ABP ~~Consummation~~or ofPurchaser) ~~the~~was ~~Offer~~converted isinto ~~not~~the ~~subject~~right to areceive ~~financing condition~~$1.31 ~~The~~in ~~transaction~~cash, iswithout ~~not~~any ~~anticipated~~interest ~~to be~~thereon and subject to any withholding ~~antitrust~~of ~~or other regulatory approvals~~taxes.

~~Following~~In ~~the~~addition, ~~time~~immediately ofprior to the ~~acceptance~~Effective ~~for~~Time, ~~payment~~each ofaward ~~all~~ of Shares ~~tendered (~~then-outstanding and ~~not~~subject ~~validly~~to ~~withdrawn)~~vesting ~~pursuant~~or toforfeiture ~~the~~restrictions ~~Offer~~ (~~the~~each, a “~~Offer~~Company ~~Acceptance~~Share ~~Time~~Award”), ~~subject~~became tofully ~~the~~vested and ~~satisfaction~~non-forfeitable. orAt ~~waiver~~the ~~of certain~~Effective ~~conditions~~Time, ~~Parent~~each ~~will~~Share ~~acquire~~subject ~~any~~to ~~remaining~~a ~~Shares~~Company byShare aAward ~~merger~~(other ofthan ~~Purchaser~~any ~~with~~Shares ~~and~~held ~~into~~immediately prior to the ~~Company~~Effective ~~with~~Time ~~the~~by ~~separate~~ABP, ~~existence of~~ Purchaser, ~~ceasing~~or ~~and~~any ~~the~~other ~~Company~~direct ~~continuing~~or asindirect ~~the~~wholly ~~surviving~~owned ~~corporation~~subsidiary ~~(the~~of ~~“Merger”).~~ABP ~~The~~or ~~Merger~~any ~~Agreement~~person ~~contemplates~~ that ~~the~~owns, ~~Merger~~directly or ~~will~~indirectly beall ~~effected~~of ~~pursuant~~the tooutstanding ~~Section 3-106.1~~equity interests of ~~the~~Purchaser) ~~Maryland~~was ~~General~~cancelled ~~Corporation~~and ~~Law,~~converted ~~which~~into ~~permits~~the ~~completion~~right ofto receive an amount in cash equal to the ~~Merger~~Offer Price, without aany ~~stockholder~~interest ~~vote~~thereon asand ~~soon~~subject asto ~~practicable~~any ~~following~~withholding ~~consummation~~ of ~~the Offer~~taxes.

AtThe ~~the~~foregoing ~~effective~~summary ~~time~~ of the Merger ~~(the~~Agreement ~~“Effective~~and ~~Time”),~~the transactions ~~each~~contemplated ~~Share~~thereby ~~(other~~does ~~than~~not ~~any~~purport ~~Shares held immediately prior~~ to ~~the~~be ~~Effective~~complete ~~Time~~and byis ~~Parent,~~subject ~~Purchaser~~to, orand ~~any~~qualified ~~other~~in ~~direct~~its orentirety ~~indirect wholly owned Subsidiary of Parent or any person that owns~~by, ~~directly~~the orfull ~~indirectly~~text ~~all~~ of the ~~outstanding equity interests of Purchaser) will~~Merger beAgreement ~~cancelled~~attached ~~and~~as ~~converted~~Exhibit 2.1 ~~into~~to the ~~right~~Current toReport ~~receive~~on anForm 8-K ~~amount~~filed inwith ~~cash~~the ~~equal~~SEC toby the ~~Offer~~Company ~~Price~~on February 3, ~~without any interest thereon~~ 2023 and ~~subject to~~incorporated ~~any~~herein ~~withholding~~by ~~of taxes~~reference.

InOn ~~addition,~~March ~~immediately prior to the Effective Time~~20, ~~each award of Shares that is outstanding and subject to vesting or forfeiture restrictions (each~~2023, aABP ~~“Company~~issued ~~Share Award”) shall become fully vested and non-forfeitable. At the Effective Time, each Share subject to~~ a ~~Company~~press ~~Share~~release ~~Award~~announcing ~~(other than any Shares held immediately prior to~~ the ~~Effective Time by Parent, Purchaser, or any other direct or indirect wholly owned Subsidiary of Parent or any person that~~ ~~owns,~~expiration ~~directly~~and orresults ~~indirectly all~~ of the ~~outstanding~~Offer. ~~equity~~The ~~interests~~full text of ~~Purchaser) shall be cancelled and converted into~~ the ~~right~~press ~~to receive~~release anis ~~amount~~attached inas ~~cash~~Exhibit 99.1 ~~equal to the Offer Price, without any interest thereon and subject to any withholding of taxes~~hereto.

~~The~~Item Company Board delegated to a Special Committee (the “Special Committee”) the responsibility and authority to consider, negotiate and approve or decline to approve the proposal received by the Company from Parent with respect to the transactions contemplated by the Merger Agreement, including the Offer and Merger (together with the execution and delivery of the Merger Agreement, the “Transactions”)3.01 ~~The~~Notice ~~Special Committee approved and recommended to the Company Board the execution, delivery and performance by the Company~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement.~~Failure The Company Board, acting on the recommendation of the Special Committee, (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and in the best interest of the Company and its stockholders (other than Parent and its affiliates); (ii) declared the Merger advisable; (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Offer, the Merger and the other Transactions subject to ~~the~~Satisfy ~~conditions~~a ~~set~~Continued ~~forth~~Listing inRule ~~the~~or ~~Merger Agreement~~Standard; ~~(iv) subject~~Transfer ~~to the conditions set forth in the Merger Agreement, resolved to recommend that the stockholders~~ of the Company (other than Parent and its affiliates) accept the Offer and tender their Shares to Purchaser pursuant to the Offer; (v) resolved to include the prior approvals and recommendation, as well as the resolutions of the Special Committee, in the Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) and (vi) granted an exception to Purchaser from the ownership limitations set forth in Section 6Listing.~~2 of the Company Charter and the transfer restrictions set forth in Section 9.2 of the bylaws of the Company, in each case, with respect to the Offer, the Merger and the other Transactions.~~

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~includes~~the ~~customary~~consummation ~~representations~~of the Merger, ~~warranties~~the Company ~~and~~(i) notified ~~covenants~~the Nasdaq Stock Market LLC (“Nasdaq”) of the ~~Company,~~consummation ~~Parent~~of the Merger and ~~Purchaser.~~(ii) requested ~~The~~that Nasdaq ~~Company~~(x) halt ~~has~~trading ~~agreed~~in tothe ~~use~~Shares ~~reasonable~~following ~~best~~market ~~efforts~~close toon ~~operate~~the ~~its~~evening ~~business~~of inMarch ~~the~~17, 2023, and suspend trading of ~~ordinary~~the ~~course~~Shares effective as of ~~business~~the ~~consistent~~morning inof ~~all~~March ~~material~~20, ~~respects~~2023, ~~with~~prior ~~past~~to ~~practice~~market ~~until~~open, and (y) file with the ~~earlier~~SEC a Notification of ~~the~~Removal ~~Effective~~from ~~Time~~Listing and/or Registration on Form 25 to delist and deregister the ~~termination~~Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ~~Merger~~“Exchange ~~Agreement~~Act”). The Company ~~has~~intends ~~also~~to ~~agreed~~file ~~not~~with tothe ~~solicit~~SEC ora Certification ~~initiate~~and ~~discussions~~Notice ~~with~~of ~~third~~Termination ~~parties~~of ~~regarding~~Registration ~~other~~on ~~proposals for~~Form 15 aunder ~~strategic~~the ~~transaction~~Exchange ~~involving~~Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

~~The~~Item ~~Merger Agreement also includes customary termination provisions for both the Company and Parent~~3.03 ~~The~~Material ~~Company~~Modification ~~is required~~ to ~~reimburse~~Rights ~~up to $750,000 (the “Reimbursement Amount”)~~ of ~~expenses incurred~~Security by Parent in connection with the Transactions in the event that the Merger Agreement is terminated by Parent following a change of recommendation by the Company Board or the Special Committee or if the Company terminates the Merger Agreement to enter into an agreement with respect to a Superior Offer (as defined in the Merger Agreement), in each case as is more particularly described in the Merger Agreement)Holders. The Company is also required to reimburse Parent for the Reimbursement Amount if (A) the Merger Agreement is terminated (i) after 11:59 p.m. Eastern time on May 31, 2023 and the Offer Acceptance Time has not occurred prior to such termination, (ii) as a result of a breach by the Company of its representation and warranties or covenants, or (iii) after the expiration of the Offer at which time all conditions other than the Minimum Condition have been satisfied, (B) a third party has made public a bona fide acquisition proposal to the Company that it has not publicly withdrawn prior to such termination and (C) within 12 months following such termination the Company enters into an agreement for, or consummates, an alternative transaction. The Merger Agreement provides that the parties are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement, and to specifically enforce the terms and provisions of the Merger Agreement.

The ~~foregoing~~information ~~summary~~contained ~~of the principal terms of the Merger Agreement does not purport to be complete and is qualified~~ in ~~its~~Items ~~entirety by reference to the full copy of the Merger Agreement filed as Exhibit 2.~~1 ~~hereto and incorporated herein by reference~~.01, The summary and the copy of the Merger Agreement are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U3.S.01 ~~Securities~~ and ~~Exchange Commission (“SEC”)~~5.03 ~~The assertions embodied in the representations and warranties included in the Merger Agreement were made solely for purposes~~ of ~~the~~this ~~contract among the Company, Purchaser and Parent and~~Current ~~are~~Report ~~subject~~on toForm 8-K ~~important~~is ~~qualifications~~incorporated ~~and limitations agreed to~~ by ~~the~~reference ~~Company,~~into Purchaser and Parent in connection with the negotiated terms, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters as facts. Investors should not rely on the representations and warranties or any description of them as characterizations of the actual state of facts of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and this ~~subsequent~~Item ~~information may or may not be fully reflected in public disclosures by the Company or Parent~~3.03.

~~Information~~Item ~~Regarding~~5.01 ~~Certain~~Changes ~~Relationships~~in ~~and~~Control ~~Related~~of ~~Person Transactions~~Registrant.

~~The~~Upon ~~Company is party to a Consent, Standstill, Registration Rights and Lock-Up Agreement (~~the ~~“Lock-Up~~Effective ~~Agreement”)~~Time, ~~dated October 2, 2016, with Mr. Portnoy, ABP Trust and certain other related persons (~~the “ABP Parties”), under which, among other things, the ABP Parties have each agreed not to transfer, except for certain permitted transfers as provided for therein, any of the Shares acquired after October 2, 2016, but not including Shares issued under the Company’s ~~equity~~became ~~compensation plans, for~~ a ~~lock-up~~wholly ~~period~~owned ~~that ends on the 10 year anniversary of the Lock-Up~~subsidiary ~~Agreement or upon the earlier occurrence~~ of ~~certain~~ABP. ~~corporate~~The ~~events~~information ~~described~~contained in ~~the~~Items ~~Lock-Up Agreement~~1. ~~Under the Lock-Up Agreement~~01, ~~the~~ ~~ABP~~5.02 ~~Parties~~and ~~also~~5.03 ~~each~~of ~~agreed,~~this ~~for~~Current aReport ~~period~~on ~~of 10~~Form ~~years,~~8-K ~~not~~is toincorporated ~~engage~~by inreference ~~certain activities involving the Company without the~~into ~~approval~~this ofItem ~~the Company Board, including not to effect or seek to effect any tender offer, which the Company Board agreed to waive with respect to the Transactions~~5. ~~The Company also leases its headquarters from a subsidiary of ABP Trust~~01.

~~DHC~~Item ~~is the Company’s largest stockholder~~5.02 ~~The~~Departure ~~Company manages for DHC most~~ of ~~the~~Directors ~~senior~~or ~~living~~Certain ~~communities~~Officers; itElection ~~operates. Mr. Portnoy also serves as the chair~~ of ~~the~~Directors; ~~board~~Appointment of ~~trustees~~Certain ~~and~~Officers; asCompensatory ~~a managing~~Arrangements ~~trustee~~ of ~~DHC.~~Certain ~~Jennifer B~~Officers. Clark, a Managing Director and Secretary of the Company, also serves as the secretary of DHC and previously served as a managing trustee of DHC. The RMR Group LLC (“RMR LLC”) provides management services to both the Company and DHC. The Company’s President and Chief Executive Officer and DHC’s executive officers are officers and employees of RMR LLC.

~~RMR~~In ~~Inc.~~connection ~~(“RMR~~with ~~Inc.”) is~~ the ~~managing~~Merger, ~~member~~at ~~of RMR LLC. ABP Trust is~~ the ~~controlling~~Effective ~~shareholder~~Time, ofBarbara ~~RMR Inc~~D. ~~and Mr. Portnoy is a managing director and the president and chief executive~~Gilmore, ~~officer~~Jennifer ~~of RMR Inc~~B. ~~and~~Clark, anGerard ~~officer and employee of RMR LLC~~M. ~~Ms. Clark also serves as a managing director and the executive vice president~~Martin, ~~general~~ ~~counsel~~Bruce ~~and secretary of RMR Inc~~M. Gans, ~~an officer~~ and ~~employee~~Donna ~~of RMR LLC and an officer of ABP Trust~~D. ~~Some~~Fraiche ofresigned ~~the members of the Special Committee also serve~~ as ~~independent trustees or independent~~ directors of ~~other public companies to which RMR LLC or its subsidiaries provide management services. Mr. Portnoy serves as~~ the ~~chair of the boards and as a managing director or managing trustee of those companies~~Company. ~~Other officers of RMR LLC including Ms. Clark, serve as managing directors or managing trustees of certain of these companies.~~

~~Because~~Item of5.03 ~~the~~Amendments ~~continuing~~to ~~relationships~~Articles ~~among the Company and ABP Trust and its affiliates, the terms~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement~~Bylaws; ~~were~~Change ~~negotiated~~in ~~and~~Fiscal ~~approved by the Special Committee, which is composed solely of the Company’s independent directors, and also were approved by the Company Board (with Mr~~Year. ~~Portnoy abstaining), voting separately.~~

~~For~~Pursuant ~~further~~to ~~information about these and other such relationships and related person transactions, please see our Annual Report on Form 10-K for~~ the ~~year~~terms ~~ended December 31, 2021 (our “Annual Report”), our definitive Proxy Statement for our 2022 Annual Meeting~~ of ~~Stockholders (our “Proxy Statement”), our Quarterly Report on Form 10-Q for~~ the ~~quarter~~Merger ~~ended September 30~~Agreement, ~~2022~~as ~~(our~~of ~~“Quarterly Report”), and our other filings with~~ the ~~Securities and Exchange Commission (the “SEC”), including Notes 10, 14 and 15 to our Consolidated Financial Statements~~Effective ~~included in our Annual Report~~Time, the ~~sections captioned “Business”, “Management~~Company’s ~~Discussion~~amended and ~~Analysis~~restated ofarticles ~~Financial Condition and Results~~ of ~~Operations—Related~~incorporation ~~Person~~were ~~Transactions”~~amended and ~~“Warning~~restated ~~Concerning~~in ~~Forward~~their ~~Looking~~entirety ~~Statements” of our Annual Report,~~ (the ~~section captioned~~ “~~Related~~Amended ~~Person~~Articles ~~Transactions”~~of ~~and the information regarding our Directors and executive officers in our Proxy Statement and Notes 11~~Incorporation”), 13 and ~~14 to our Condensed Consolidated Financial Statements included in our Quarterly Report and~~ the ~~sections captioned “Management~~Company’s ~~Discussion~~amended and ~~Analysis~~restated ~~of Financial Condition and Results of Operations—Related~~bylaws ~~Person~~were ~~Transactions”~~amended and ~~“Warning~~restated ~~Concerning~~in ~~Forward~~their ~~Looking~~entirety ~~Statements” of our Quarterly Report. In addition, please see~~ (the ~~section captioned~~ “~~Risk Factors” of our Annual Report for a description of risks that may arise as a result~~Amended ~~of these and other such relationships and related person transactions~~Bylaws”). Our filings with the SEC and copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website, www.sec.gov.

~~Item~~Copies 8of the Amended Articles of Incorporation and Amended Bylaws are filed as Exhibits 3.011 ~~Other~~and ~~Events~~3.2, respectively, and are incorporated herein by reference.

On February 3, 2023, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

*****

Additional Information and Where to Find It

The tender offer referred to in this communication has not yet commenced. The description contained in this communication is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Parent will file with the SEC. The solicitation and offer to buy shares of ALR common stock will only be made pursuant to an offer to purchase and related tender offer materials. Upon commencement of the tender offer, Parent will file with the SEC a Tender Offer Statement on Schedule TO and a Transaction Statement on Schedule 13E-3 (“Schedule 13E-3”). Following commencement of the Offer, ALR will file with the SEC a Schedule 14D-9. Holders of Shares are urged to read the Tender Offer Statement (including the offer to purchase, a related letter of transmittal and other offer documents filed with the SEC), the Schedule 13E-3 and the Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Holders of Shares can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from ALR upon written request to AlerisLife Inc., Two Newton Place, 255 Washington Street, Suite 230, Newton, MA 02458, telephone number (617) 796-8387 or from ALR’s website, www.alerislife.com.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of ALR and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the Offer and the Merger; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Offer or the Merger (or the announcement thereof) on relationships with customers, vendors, other business providers and relations or governmental entities; transaction costs; the risk that the Merger will divert management’s attention from ALR’s ongoing business operations; changes in ALR’s business during the period between now and the Offer Acceptance Time; risks associated with litigation; and other risks and uncertainties, including those noted from time to time in documents filed with the SEC by ALR, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, as well as the Schedule 14D-9 to be filed by ALR. All forward-looking statements are based on information currently available to ALR, and ALR assumes no obligation to update any forward-looking statements, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

	2.1		Agreement and Plan of Merger, ~~dated as of February 2, 2023,~~ among ~~the~~AlerisLife ~~Company~~Inc., ABP Acquisition LLC, and ABP Acquisition 2 LLC., ~~(Schedules~~dated toas ~~the Agreement and Plan~~ of ~~Merger~~February ~~have~~2, ~~been~~2023 ~~omitted~~(incorporated ~~pursuant~~by reference to ~~Item~~Exhibit ~~601(b)(~~2~~) of Regulation S-K~~.1 ~~The~~to the Company’s ~~will~~Current ~~supplementally~~Report ~~furnish~~on toForm ~~the~~8-K ~~SEC~~filed ~~upon~~on ~~request~~February ~~any~~2, ~~such omitted schedule~~2023).
	99.1		Press Release, issued by the Company on February 3, 2023.
	3.1		Articles of Amendment and Restatement of the Company (filed herewith)
	3.2		Amended and Restated Bylaws of the Company (filed herewith)
	99.1		Press Release, dated March 20, 2023 (filed herewith)
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AlerisLife Inc.
Dated: February 3, 2023	By:	/s/ Jeffrey C. Leer
Dated: March 20, 2023	By:	/s/ Jeffrey C. Leer
		Jeffrey C. Leer
	Name:	Jeffrey C. Leer
		President and Chief Executive Officer
	Title:	President and Chief Executive Officer

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