Banyan Pediatric Care Centers, Inc. entered into a Plan of Merger to acquire Assisted 4 Living, Inc. (OTCPK:ASSF) in a reverse merger transaction on March 23, 2021. As part of consideration Assisted will issue 4.2 million common shares for Banyan's 50 million shares at an exchange ratio of 0.083. Banyan's outstanding warrant to purchase 900,000 shares of common stock was converted into and exchanged for a warrant to purchase 75,000 shares of Assisted's common stock. The Warrant is held by one investor and is exercisable for a period of ten years from the date the original warrant to purchase common stock of Banyan was issued to the holder. The Warrant provides for the purchase of shares of Assisted's common stock an exercise price of $0.38 per share. The Warrant is exercisable for cash only. The number of shares of common stock deliverable upon exercise of the Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events. Banyan's $2.3 million of outstanding debt was assumed by the surviving corporation, and the $2 million of such debt that was convertible into 20 million shares of Banyan common stock will be converted at $0.50 per share into 4 million shares of Assisted common stock, effective as of March 30, 2021. The $0.3 million of outstanding debt, evidenced by a promissory note dated November 6, 2020 earns interest at the annual rate of 12%. Following the Merger, Assisted has 39,395,388 shares of common stock outstanding, including 4 million shares issued upon conversion of Banyan's $2 million in convertible debt assumed in the Merger, but not including up to 64 additional shares that could be issued in lieu of any fractional shares. The pre-Merger shareholders of Assisted retained an aggregate of 31,230,000 shares of outstanding common stock, representing approximately 79% ownership of the outstanding shares of common stock of Assisted post-Merger. Therefore, upon consummation of the Merger, there was not a change in control of Assisted.

Banyan is considered the acquirer for accounting purposes, and Assisted's historical financial statements before the Merger have been replaced with the historical financial statements of Banyan before the Merger in future filings with the Securities Exchange Commission. Roger Tichenor resigned from his officer position as Chief Financial Officer with Assisted and Janet Huffman was appointed by the board of directors of Assisted to serve as the Chief Financial Officer of Assisted until her resignation or removal in accordance with Assisted's Bylaws. The transaction is subject to the minority approval by Banyan. Jeffery Bahnsen of Bahnsen Legal Group, PLLC acted as legal advisor to Assisted 4 Living in the transaction.

Banyan Pediatric Care Centers, Inc. completed the acquisition of Assisted 4 Living, Inc. (OTCPK:ASSF) in a reverse merger transaction on March 23, 2021.