Item 5. Other Information
Item 5. Other Information.
Trading Plans
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
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Table of Contents
Item 6. Exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No. Description
2.1 (1)
Agreement and Plan of Merger, dated August 6, 2024, by and among the Company, HTI Merger Sub, LLC, Healthcare Trust Advisors, LLC and AR Global Investments, LLC
3.1 *
Composite Articles of Amendment and Restatement for the Company
3.2 *
Composite Amended and Restated Bylaws of the Company
3.3 (2)
Articles Supplementary of the Company relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017
3.4 (3)
Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019
3.5 (4)
Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020
3.6 (5)
Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021
3. 7 (6)
Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Reverse Stock Split)
3. 8 (6)
Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Name Change and Par Value Adjustment)
3. 9 (6)
Amendment No. 3 to the Amended and Restated Bylaws of the Company
10.1 (6)
Promissory Note, dated September 27, 2024, by and between the Company and AR Global Investments, LLC
10. 2 (7) #
Employment Agreement, dated September 25, 2024, by and between the Company and Michael Anderson
31.1 *
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 +
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 * 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 herewith.
+ Furnished herewith
# Indicates management contract or compensatory plan or arrangement.
(1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024, and incorporated by reference herein. Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.
(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017, and incorporated by reference herein.
(3) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on December 6, 2019, and incorporated by reference herein.
(4) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020, and incorporated by reference herein.
(5) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on October 4, 2021, and incorporated by reference herein.
(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024, and incorporated by reference herein.
(7) Management contract or compensatory plan or arrangement. Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024, and incorporated by reference herein.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL HEALTHCARE PROPERTIES, INC.
By: /s/ Michael Anderson
Michael Anderson
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ Scott M. Lappetito
Scott M. Lappetito
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Dated: November 12, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.