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

Date of Report (Date of earliest event reported): ~~October~~November 2212, 2021 (~~October~~November 188, 2021)

Assisted 4 Living, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-226979	82-1884480
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

5115 East SR 64 Bradenton, Florida		34208
6801 Energy Court, Suite 201 Sarasota, Florida		34240
(Address of Principal Executive Office)		(Zip Code)

(~~855~~888) ~~668~~609-~~3331~~1169

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

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:

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

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

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

☐	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: ~~None~~

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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~~SECTION ~~2.01~~5 ~~Completion~~- ofCORPORATE ~~Acquisition~~GOVERNANCE orAND ~~Disposition of Assets~~MANAGEMENT

~~On October~~Item ~~18, 2021, Assisted 4 Living, Inc~~5.,02 aDeparture ~~Nevada~~of ~~corporation~~Directors ~~(the~~or ~~“Company”),~~Certain ~~through~~Officers; ~~its~~Election ~~indirect~~of ~~wholly-owned subsidiaries,~~Directors; ~~completed~~Appointment ~~the acquisition from Grace Care Centers and its affiliates (collectively, “Seller”)~~ of ~~three skilled~~Certain ~~nursing~~Officers; ~~facilities~~Compensatory ~~located~~Arrangements in Texas (the “Facilities”), including the real property, buildings, structures, improvements, fixtures and certain other assets comprising the Facilities (together with the Facilities, the “Assets”) in exchange for an aggregate purchase price of ~~$7,750,000~~Certain ~~(the “Purchase Price”)~~Officers. ~~The Assets were acquired pursuant to and in accordance with three Purchase and Sale Agreements and three Management Transfer Agreements (collectively, the “Purchase Agreements”).~~

~~The~~Appointment Facilities, located in Olney, Nocona and Henrietta, Texas, are all 5-star rated by CMS for quality and have a combined 258 beds. The Facilities will continue to be leased to local hospital districts, who will continue to be the licensed operators of ~~the~~New Facilities. The Company, through indirect wholly-owned subsidiaries, now owns the Assets and will manage the day-to-day activities of the Facilities pursuant to management agreements which it assumed in connection with the transaction.Officers

~~The~~Assisted ~~Company,~~4 ~~through its indirect wholly-owned subsidiary~~Living, ~~financed~~Inc. ~~part of the Purchase Price with a loan from Arena Limited SPV, LLC~~ (~~“Lender”) in~~ the ~~principal amount of $6,600,000 (the~~ “~~Loan~~Company”). ~~Outstanding~~has ~~principal~~hired ~~accrues~~Diane ~~interest~~Harden atand aappointed ~~rate~~her ~~per annum equal~~ to ~~the~~serve ~~sum~~as ofits ~~the~~Chief ~~Prime~~Financial ~~Rate plus 4.125%~~Officer, ~~with a minimum interest rate per annum of not less than 7.875%. Monthly interest only payments~~Principal ~~commence~~Financial onOfficer, ~~December~~Principal ~~15,~~Accounting ~~2021,~~Officer and ~~continue each month until the maturity date of the Loan on April 18~~Treasurer, ~~2023,~~effective atNovember ~~which time any outstanding principal and accrued and unpaid interest is due and payable. If any principal~~8, ~~interest~~2021 ~~or any other sums due under the Loan~~ (~~other than~~ the ~~payment~~“Effective ~~of principal due on the maturity date~~Date”),. isThe ~~not~~Company has ~~paid~~also onappointed orJohn ~~prior to the due date~~Krusoe, ~~the Company is required to pay Lender upon demand~~ an ~~amount~~employee ~~equal to 5%~~ of ~~such~~the ~~unpaid~~Company ~~sum.~~since InApril ~~connection with any repayment or prepayment of principal~~2021, ~~a non-refundable fee equal~~ to ~~0.5%~~serve ofas the ~~principal amount of such repayment or prepayment is due. The~~ Company’s ~~may~~Senior ~~prepay~~Executive ~~the~~Vice ~~outstanding amount in whole,~~President ~~but~~and ~~not part~~Secretary, ~~upon~~effective ~~prior~~as ~~written~~of ~~notice~~the toEffective ~~Lender~~Date.

~~The~~Biographies ~~Company has the right to extend the initial maturity date to October 15, 2023 upon prior written notice to Lender and the payment to Lender~~ of aNew non-refundable fee equal to 1% of the outstanding principal balance no later than 30 days prior to the maturity date. The Company may extend the maturity date further, to April 15, 2024, upon prior written notice to Lender and the payment to Lender of a non-refundable fee equal to 1% of the outstanding principal balance prior to the extended maturity date.Officers

~~The~~Diane ~~Loan~~Harden, isage ~~secured~~66, byhas aover ~~first~~30 ~~priority~~years ~~lien~~of onhealthcare ~~the~~financial ~~Assets,~~management ~~including~~and ~~all~~consulting ~~amounts~~experience. ~~received~~Prior byto joining the Company, orMs. ~~any subsidiaries constituting~~Harden ~~rent~~was orthe ~~other~~Senior ~~payment~~Vice ~~under~~President ~~any~~and ~~leases~~Chief orFinancial ~~management~~Officer ~~fees~~for ~~under~~UF ~~each~~Health ofCentral ~~the management agreements~~Florida, ~~which~~a ~~must~~multi-entity behealth ~~deposited~~system ~~into~~consisting aof ~~segregated~~two ~~account~~acute atcare ahospitals, ~~bank~~Rehabilitation, ~~and~~Psychiatric, ~~held~~ambulatory incare, ~~trust~~physician ~~for~~practices ~~Lender.~~from ~~The~~2012 ~~Loan is subject~~ to ~~customary~~2021. ~~affirmative~~Previously ~~and~~she ~~negative~~was ~~covenants,~~the ~~as well as customary~~Chief ~~default~~Financial ~~provisions~~Officer for ~~late~~healthcare orsystems ~~non-payments~~located orin ~~breach~~Georgia, ~~of covenants~~Tennessee, ~~for~~North ~~loans~~Carolina, ofand ~~this nature~~Florida. ~~Pursuant~~She towas ~~the terms of~~ a ~~guaranty~~consultant ~~agreement,~~for Premier ~~the~~Healthcare ~~Company~~consortium ~~and~~as ~~several~~well ofas ~~its~~a ~~direct~~CPA ~~and~~in ~~indirect~~Public ~~wholly-owned~~Accounting ~~subsidiaries,~~for ~~have~~Big ~~each~~4 ~~unconditionally guaranteed to Lender the payment of all indebtedness, liabilities~~ and ~~obligations~~regional ofaccounting ~~every~~firms ~~kind~~dedicated ~~and~~to ~~nature~~healthcare ~~under the Loan~~clients.

~~The~~John ~~foregoing~~Krusoe, ~~summary~~age of54, ~~the~~has ~~acquisition~~been ofemployed by the ~~Assets~~Company ~~pursuant~~since toApril, 2021 as the ~~Purchase~~Company’s ~~Agreements~~Executive ~~and~~Vice ~~the~~President ~~Loan~~- ~~Documents~~Corporate Finance & Capital Markets. With over 30 years of experience in corporate finance and capital markets, he has structured and ~~the~~led transactions ~~contemplated~~ ~~thereunder~~across ~~and~~a ~~any~~broad ~~other~~spectrum ~~agreements~~of toindustries. bePrior ~~entered~~to ~~into~~his byemployment with the ~~parties~~Company, ~~are~~he ~~qualified~~founded Spartacus Financial Advisors in ~~their~~August ~~entirety~~2020. From byOctober ~~reference~~2016 to ~~the~~June ~~full~~2020, ~~text~~Mr. ~~of the~~Krusoe ~~Purchase~~served ~~Agreements~~as President and then Chief Executive Officer of Agrifund, ~~which~~a ~~attached~~private ~~hereto~~equity-owned asspecialized finance ~~Exhibits~~company ~~2.1~~based ~~through~~in 2Denver.7 While at Agrifund, ~~and~~Mr. Krusoe led the ~~Loan~~build-out ~~Documents,~~of ~~which~~new ~~are~~Operations, ~~attached~~Risk, ~~hereto~~Finance asand ~~Exhibits~~Capital Market 10departments.1 ~~through~~From ~~10.3~~2011 to 2016, ~~all~~Mr. ofKrusoe ~~which~~served ~~are~~as ~~incorporated~~COO/EVP ~~herein~~Corporate byFinance ~~reference.~~and ~~You~~Strategy ~~are~~for ~~urged~~Mutual toof ~~read~~Omaha ~~said~~Bank ~~exhibits~~in ~~attached~~Denver. ~~hereto~~Mr. Krusoe has a Bachelor of Administration in ~~their entirety~~Finance from Baldwin Wallace University.

~~Item~~Neither 2Ms.03 ~~Creation~~Harden ofor aMr. ~~Direct~~Krusoe, ~~Financial~~nor ~~Obligation~~any ormember anof ~~Obligation~~their ~~under~~respective anfamilies, ~~Off-Balance~~has, ~~Sheet~~to ~~Arrangement~~the knowledge of the Company, had a ~~Registrant~~material interest, direct or indirect, since the beginning of the Company’s last fiscal year, in any transaction or proposed transaction which may materially affect the Company.

ToResignation ~~the extent required by Item 2.03~~ of ~~Form~~Current ~~8-K, the information set forth in Item 2.01 above is incorporated by reference into this Item 2.03.~~Officer

2In connection with Ms. Harden’s and Mr. Krusoe’s appointments, Janet Huffman has resigned her positions as the Company’s Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Secretary, effective as of the Effective Date. There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to Ms. Huffman, which would in any way result in payments to Ms. Huffman because of her resignations as the Company’s Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Secretary.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Company intends to file the financial statements of Seller required by Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.

d) Exhibits.

Exhibit Number		Description
2.1*		Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Olney, LLC, and Real Living Property Holdings – Texas, LLC
2.2*		Management Transfer Agreement dated as of June 21, 2021 by and between GCC Olney, LLC and Olney Health and Rehab Center, LLC
2.3*		Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Nocona, LLC, and Real Living Property Holdings – Texas, LLC
2.4*		Management Transfer Agreement dated as of June 21, 2021 by and between GCC Nocona, LLC and Nocona Health and Rehab Center, LLC
2.5*		Purchase and Sale Agreement dated as of June 21, 2021 by and between Grace Properties Henrietta, LLC, and Real Living Property Holdings – Texas, LLC
2.6*		Management Transfer Agreement dated as of June 21, 2021 by and between GCC Henrietta, LLC and Henrietta Health and Rehab Center, LLC
2.7*		Guarantee of Indemnification Obligations made as of June 21, 2021, by Jake Hallsted for the benefit of Nocona Health and Rehab Center, LLC, Henrietta Health and Rehab Center, LLC, Olney Health and Rehab Center, LLC and Real Living Property Holdings – Texas, LLC
10.1		Loan Agreement dated as of October 18, 2021 between Real Living Property Holdings – Texas, LLC and Arena Limited SPV, LLC
10.2		Promissory Note dated October 18, 2021 made by Real Living Property Holdings – Texas, LLC and payable to Arena Limited SPV, LLC
10.3		Guaranty made as of October 18, 2021, by Assisted 4 Living, Inc. and subsidiaries for the benefit of Arena Limited SPV, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Previously filed as same Exhibit Number with the Company’s Form 8-K filed June 24, 2021.

SIGNATURES

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

Date: October 22, 2021	ASSISTED 4 LIVING, INC.
Date: November 12, 2021	ASSISTED 4 LIVING, INC.
	By:	/s/ ~~Janet~~Louis ~~Huffman~~Collier
		Janet Huffman, CFO
		Louis Collier, CEO

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