UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-52566
SUMMIT HEALTHCARE REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland | 73-1721791 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
2 South Pointe Drive, Suite 100, Lake Forest, CA 92630
(Address of Principal Executive Offices)
800-978-8136
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Securities registered pursuant to section 12(g) of the Act:
Common stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | x | Smaller reporting company | x | |
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ¨ No x
As of June 30, 2021 (the last business day of the Registrant’s second fiscal quarter), there were 23,027,978 shares of common stock held by non-affiliates of the Registrant. While there is no established trading market for the Registrant’s shares of common stock, the last price paid to acquire a share in the Registrant’s primary public offering, which was terminated on November 23, 2010, was $8.00.
As of March 21, 2022 there were
shares of common stock of Summit Healthcare REIT, Inc. outstanding.Auditor Name | BDO USA, LLP |
Auditor Firm ID | 243 |
Auditor Location | Costa Mesa, California |
EXPLANATORY NOTE
Summit Healthcare REIT, Inc. (“Summit”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022 (the “Original Form 10-K”), to include the audited financial statements of the significant asset concentration of the tenants of the eight properties in Georgia we acquired on December 30, 2021 (the “GA8 Tenants”). The GA8 Tenants lease the GA8 Properties from Summit pursuant to triple net leases which constitute a significant asset concentration as of December 31, 2021. The separate audited financial statements of the GA8 Tenants as of and for the years ended December 31, 2021 and 2020 are being filed as an amendment to the Original Form 10-K.
This Amendment amends and restates Part IV, Item 15 of the Original Form 10-K to include the audited combined financial statements of the GA8 Tenants as Exhibit 99.1 and the consent of Warren Averett as Exhibit 23.2. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are provided herewith.
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. Further, this Amendment does not change any previously reported financial results, nor does it reflect subsequent events occurring after the filing date of the Original Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and Summit’s other filings with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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.
SUMMIT HEALTHCARE REIT, INC. | ||
Date: August 26, 2022 | By: | /s/ Kent Eikanas |
Kent Eikanas | ||
Chief Executive Officer and Secretary |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 26, 2022.
Name | Title | |
/s/ Kent Eikanas | Chief Executive Officer and Secretary | |
Kent Eikanas | (Principal Executive Officer) | |
/s/ Elizabeth A. Pagliarini | Chief Operating Officer, Chief Financial Officer, and Treasurer | |
Elizabeth A. Pagliarini | (Principal Financial Officer) | |
/s/ J. Steven Roush | Director | |
J. Steven Roush | ||
/s/ Suzanne Koenig | Director | |
Suzanne Koenig | ||
/s/ Kent Eikanas | Director | |
Kent Eikanas |
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EXHIBIT INDEX
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104(1) | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* Filed with the Original Form 10-K
(1) | Filed herewith |
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