Current Report Filing (8-k)
February 04 2020 - 5:03AM
Edgar (US Regulatory)
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): January 17, 2020
GLOBAL
HEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah
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0-15415
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87-0340206
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(State
or other jurisdiction
of incorporation)
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Commission
File
Number
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(I.R.S.
Employer
Identification
number)
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6800
N. 79th St., Ste. 200, Niwot, Colorado 80503
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (303) 449-2100
(Former
name or former address, if changed since last report)
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each Class
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Trading
Symbol
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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ITEM
8.01
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OTHER
EVENTS – ADDITIONAL INDEBTEDNESS
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On
January 17, 2020, the Board of Directors of Global Healthcare REIT, Inc., a Utah corporation (the “Company”) agreed
to increase the total offering amount and extend the offering period of its 2018 Offering of 11% Senior Secured Notes. Details
of the 2018 Offering were first reported on the Company’s Current Report on Form 8-K dated October 15, 2018 and filed with
the Securities and Exchange Commission on October 22, 2018. The total offering amount of the Offering has been increased to $2,500,000
and the offering period will continue until terminated by the Board of Directors.
ITEM
3.02
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UNREGISTERED
SALE OF EQUITY SECURITIES
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The
following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities
by the Company:
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a.
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Effective
January 28, 2020 the Company, completed the sale of an aggregate of $100,000 of its 11% Senior Secured Notes (“Note”)
The purchase price for the Notes is equal to the principal amount of the Notes. The Notes accrue interest at the rate of 11%
per annum, payable monthly, and mature in October 2021. The Notes are secured by a UCC security interest in the Company’s
tangible and intangible assets, pari passu with the holders of all outstanding Notes in this Series pursuant to an
Intercreditor Agreement and Stipulation.
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b.
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The
Note was sold to one (1) investor who 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”).
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c.
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No
fees or commissions were paid on the sale of the Note.
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d.
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The
issuance of the Note was undertaken without registration under the Securities Act in reliance upon an exemption from the registration
requirements of the Securities Act set forth in Rule 506(b) of Regulation D and Section 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.
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e.
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The
proceeds will be used for general working capital.
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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 thereunto duly authorized.
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Global
Healthcare REIT, Inc.
(Registrant)
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Dated:
February 3, 2020
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/s/
Zvi Rhine
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Zvi
Rhine, President
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