American Healthcare REIT, Inc. (Form: 8-K, Received: 11/16/2022 14:43:51)

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): November 14, 2022

American Healthcare REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-55775

47-2887436

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

18191 Von Karman Avenue, Suite 300

Irvine, California

92612

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 270-9200

Not Applicable

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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 ☐

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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

We previously reported in our Current Report on Form 8-K filed on September 20, 2022 that we filed a Registration Statement on Form S-11 (File No. 333-267463) with the U.S. Securities and Exchange Commission for a proposed offering of our shares of common stock in conjunction with a contemplated listing of our common stock on the New York Stock Exchange, or the Proposed Listing. In connection with the Proposed Listing, on November 15, 2022, we effected a one-for-four reverse stock split, or the Reverse Stock Split, of each issued and outstanding share of Class T common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share, or our Common Stock, by filing articles of amendment to our charter, or the Stock Split Amendment. As a result of the Reverse Stock Split, every four shares of issued and outstanding Common Stock were combined and converted into one new share of the respective class of Common Stock, par value $0.04 per share. Additionally, immediately following the Reverse Stock Split, we also filed articles of amendment to our charter to decrease the par value of each share of our Common Stock outstanding as a result of the Reverse Stock Split from $0.04 per share to $0.01 per share, or the Par Value Decrease Amendment.

In addition, equitable adjustments were made to the maximum number of shares of our Common Stock that may be issued pursuant to our Amended and Restated 2015 Incentive Award Plan, or the Plan, and the maximum number of shares of our Common Stock that may be issued upon exercise of incentive stock options under the Plan, in each case, to reflect the Reverse Stock Split. The number of shares of our Common Stock subject to outstanding awards under the Plan, and certain performance goals applicable to such awards, have also been equitably adjusted to reflect the Reverse Stock Split.

The Reverse Stock Split affected all of the stockholders of our Common Stock uniformly and did not affect any stockholder’s percentage ownership interest. The Reverse Stock Split did not affect the number of our authorized shares of Common Stock.

The foregoing descriptions of the amendments to our charter are qualified in their entirety by reference to the Stock Split Amendment and the Par Value Decrease Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 16, 2022, we issued our Third Quarter 2022 Investor Update Letter to report third quarter 2022 financial results, the Reverse Stock Split, the suspension of our distribution reinvestment plan, or DRIP, and the suspension of our share repurchase plan, or SRP, as further discussed below in Item 8.01 of this Current Report on Form 8-K. A copy of the investor letter, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01 Other Events.

In connection with the Proposed Listing, on November 14, 2022, our board of directors, or our Board, approved the suspension of our DRIP beginning with the distributions declared, if any, for the quarter ending December 31, 2022, until such time as our Board approves the reinstatement of our DRIP. As a result of the suspension of the DRIP, any future distributions to be paid to stockholders (including stockholders who are current DRIP participants), will be payable in cash. For individual retirement accounts and other qualified accounts, distributions will be remitted to the stockholder’s custodian of record.

Additionally on November 14, 2022, in connection with the Proposed Listing, our Board approved the suspension of our SRP effective with respect to all share repurchase requests for the quarter ending December 31, 2022. All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, outstanding as of the quarter ending December 31, 2022, shall not be processed, shall be considered cancelled in full and shall not be considered outstanding repurchase requests.

There can be no guarantee that the DRIP and/or the SRP will be reinstated by the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

3.1						Articles of Amendment (R everse S tock S plit ) o f American Healthcare REIT , Inc., dated November 15, 2022
3.2						Articles of Amendment (Par Value Decrease) of American Healthcare REIT, Inc., dated November 15, 2022
99.1						American Healthcare REIT, Inc. Third Quarter 2022 Investor Update Letter, dated November 1 6 , 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.



						American Healthcare REIT, Inc.
November 16, 2022
						By:/s/ Danny Prosky
						Name: Danny Prosky
						Title: Chief Executive Officer and President

EXHIBIT 3.1

AMERICAN HEALTHCARE REIT, INC.

ARTICLES OF AMENDMENT (REVERSE STOCK SPLIT)

American Healthcare REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, upon the Effective Time (as defined below), every four shares of Class T Common Stock of the Corporation (the “Class T Common Stock”), $0.01 par value per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into one issued and outstanding share of Class T Common Stock, $0.04 par value per share, and every four shares of Class I Common Stock of the Corporation (the “Class I Common Stock” and, together with the Class T Common Stock, the “Common Stock”), $0.01 par value per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into one issued and outstanding share of Class I Common Stock, $0.04 par value per share, in each case without any further action by the Corporation or the holder thereof.

SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors and the amendment is limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 12:00 p.m. Eastern Time, on November 15, 2022 (the Effective Time”).

FIFTH: The undersigned acknowledges the foregoing Articles of Amendment to be the corporate act of the Corporation and as to all matters and facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURES APPEAR ON NEXT PAGE]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Assistant General Counsel and Secretary on this 15th day of November, 2022.

ATTEST:

AMERICAN HEALTHCARE REIT, INC.

/s/ Cora Lo

By:

/s/ Danny Prosky

Name: Cora Lo

Name: Danny Prosky

Title: Assistant General Counsel
and Secretary

Title: Chief Executive Officer
and President

EXHIBIT 3.2

AMERICAN HEALTHCARE REIT, INC.

ARTICLES OF AMENDMENT (PAR VALUE DECREASE)

American Healthcare REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to decrease the par value of the shares of Class T Common Stock and Class I Common Stock of the Corporation (collectively, the “Common Stock”) issued and outstanding immediately prior to the Effective Time (as defined below) from $0.04 par value per share to $0.01 par value per share and, thereby, reduce the aggregate par value of all authorized shares of Common Stock to $10,000,000.00 and reduce the aggregate par value of all authorized shares of stock of the Corporation to $12,000,000.00.

SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors and the amendment is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 12:01 p.m. Eastern Time, on November 15, 2022 (the Effective Time”).

[SIGNATURES APPEAR ON NEXT PAGE]

ATTEST:

AMERICAN HEALTHCARE REIT, INC.

/s/ Cora Lo

By:

/s/ Danny Prosky

Name: Cora Lo

Name: Danny Prosky

Title: Assistant General Counsel
and Secretary

Title: Chief Executive Officer
and President

Exhibit 99.1