8-K
SELECTIS HEALTH, INC. (GBCS)
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): May 1, 2026
SELECTIS
HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Utah | 0-15415 | 87-0340206 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | Commission<br><br> <br>File<br> Number | (I.R.S.<br> Employer<br><br> <br>Identification<br> number) |
600 17^th^ St., Ste 2800 South, Denver
,
CO
80202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 680-0808
(Former name or former address, if changed since last report)
| ☐ | Written communications pursuant to Rule 425 under the<br> Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
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. ☐
Item2.01 Completion of Acquisition or Disposition of Assets.
On May 1, 2026, certain wholly-owned subsidiaries (collectively the “Sellers”) of Selectis Health, Inc. (the “Company”) GLOBAL ABBEVILLE PROPERTY, LLC and DODGE NH, LLC, each a Georgia limited liability company, consummated a definitive Purchase and Sale Agreement (“PSA”) with GA SNF ABBEVILLE GA LLC and GA SNF EASTMAN GA LLC, both limited liability companies (“Purchaser”) Pursuant to the PSA, each Seller agreed to sell substantially all of the real and personal property owned by each ( the “Disposition”), namely the skilled nursing facilities located at (i) 206 Main Street E., Abbeville, Georgia, upon which is located that certain 101-bed skilled nursing facility commonly known as “Glen Eagle Healthcare and Rehab” (the “Glen Eagle Facility”), and (ii) 556 Chester Highway, Eastman Georgia, upon which is located that certain 100-bed skilled nursing facility commonly known as “Eastman Healthcare and Rehab” (the “Eastman Facility” and together with the Sparta Facility, the “Facilities”).
The purchase price to be paid by Purchaser for the two (2) Facilities under the PSA. was an aggregate of $15.7 million, subject to certain prorations, holdbacks and adjustments customary in transactions of this nature. Net proceeds received at closing, after payment of mortgage debt and other liabilities, were approximately $9 million excluding $1.57 million of escrows established at closing, which may be released to Sellers in the future unless Purchaser asserts claims for indemnity under the PSA. The Sellers retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that have been deferred and are to be repaid by tenants sometime after the closing date).
Concurrently with the consummation of the PSA, the controlled lease operators of the Facilities (“Old Operators”) consummated an Operations Transfer Agreement (“OTA”) with controlled subsidiaries of the Purchasers (“New Operators”) under which all assets and operations of Old Operators were transferred to New Operators. No additional or separate consideration was paid by New Operators for the assets and operations so assigned.
The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition, the repayment of the mortgage loan using a portion of the net proceeds received in connection with the Disposition and the return of a previously received deposit on the assets sold, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(b)Pro Forma Financial Information
The following unaudited pro forma financial information (“Pro Forma Information”) is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference:
| ● | Unaudited pro forma condensed<br> consolidated balance sheet at December 31, 2025 (to be filed by amendment) |
|---|---|
| ● | Unaudited pro forma condensed<br> consolidated statement of operations for the year ended December 31, 2025 (to be filed by amendment) |
(d)Exhibits
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.
| Selectis Health, Inc. | ||
|---|---|---|
| (Registrant) | ||
| Dated: | May 7, 2026 | /s/ Adam Desmond |
| Adam Desmond CEO |
Exhibit10.2
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ACKNOWLEDGEMENT
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ACKNOWLEDGEMENT (this “Amendment”) is made and entered into as of April 21, 2026 (the “Effective Date”), by and among (i) Global Abbeville Property, LLC and Dodge NH, LLC, each a Georgia limited liability company (collectively, “Sellers”), and (ii) GA SNF Abbeville GA LLC and GA SNF Eastman GA LLC, each a Delaware limited liability company (collectively, “Purchasers”). The Sellers and the Purchasers are sometimes referred to herein, collectively, as the “Parties”.
RECITALS
A. Sellers and Purchasers (as successors in interest pursuant to that certain Assignment and Assumption of Purchase Agreement dated by and among Abbeville Crossing Propco of Journey LLC and Eastman Trails Propco of Journey LLC, each a Georgia limited liability company (“Original Purchasers”), as assignors, and Purchasers, as assignees, (the “Assignment”)) are parties to that certain Purchase and Sale Agreement dated as of March 5, 2026 (the “Purchase Agreement”).
B. The Parties desire to enter into this Amendment in order to, among other things, evidence certain agreements of the Parties.
NOW, THEREFORE, in consideration of the foregoing recitals and the conditions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Defined Terms; Recitals. Any capitalized term used, but not otherwise defined, in this Amendment shall have the meaning ascribed to such term in the Purchase Agreement. The Recitals above are incorporated in this Amendment as if fully set forth in this Section 1 and the Parties, for themselves and on behalf of their Affiliates, hereby acknowledge the matters set forth therein.
2. Exhibit A. Exhibit A to the Purchase Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached to this Amendment.
3. Definition of Personal Property. Section 1(c) is deleted in its entirety and replaced with the following paragraph:
“ (c) All intangible property now or on the Closing Date owned by Seller and used in connection with the Facility, including (i) all rights under any guaranties or warranties relating to the Real Property or Tangible Property (including those relating to construction or fabrication) to the extent assignable, (ii) all licenses, permits, certificates of occupancy, and all variances issued by any federal, state, municipal or local governmental authority relating to the ownership and occupancy of the Real Property, to the extent assignable (“Real Estate Permits”), (iii) all other licenses and permits excluding the Real Estate Permits issued by any federal, state, municipal or local governmental authority relating to the use, maintenance, and operation of the Facility, to the extent assignable (which shall be conveyed and assigned at Closing to the applicable New Operator), (iv) certificates of need and/or associated bed operating rights associated with the Facility, if and as assignable, (v) the goodwill associated with the business and the reputation of the Facility (which shall be conveyed and assigned at Closing to the applicable New Operator), and (vi) all site plans, surveys, plans and specifications, construction bids and floor plans in the possession of Seller which relate to the Real Property (collectively, the “Intangible Property”, and together with the Tangible Property, the “Personal Property”).”
4. Financial Statements. The first sentence of Section 6(a)(xx) shall be deleted in its entirety and replaced with the following:
“Seller has provided to Purchaser true and correct copies of the updated year-to-date financial statements of the Facility and annual financial statements for the calendar years ending December 31, 2023, 2024 and 2025, and all monthly financial statements through February, 2026 (collectively, the “Financial Statements”).”
5. Notice Address. Section 33 of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
33. Notice. All notices provided for herein shall be made either by email transmission, by hand delivery, by certified or registered mail and deposited in the U.S. Mail, postage prepaid, or by reputable overnight delivery service making delivery against a signed receipt, to the following addresses:
| To Seller: | 8300 Greenwood Drive |
|---|---|
| Niwot, Colorado 80503 | |
| Attn: Clifford L. Neuman,<br> PC | |
| Email: clneuman@neuman.com | |
| To Purchaser: | c/o Journey Healthcare |
| 949 Conner St. 2nd Floor | |
| Noblesville, Indiana, 46060 | |
| Attn: Bernie McGuiness | |
| Email: bernie@journey-hc.com |
c/o Bear Creek Strategic Real Assets Fund LP
1200 17th Street, Suite 970 Denver, Colorado 80202
Attn: Jonathan Stern
Email: jstern@bearcreekam.com
| with a copy to: | NBC Law LLP |
|---|---|
| 675 Third Avenue, 8th Floor | |
| New York, New York 10017 | |
| Attn: Brett J. Burnbaum,<br> Esq. | |
| Email: bburnbaum@nbclaw.com |
Williams Mullen
200 South 10th Street, Suite 1600
Richmond, Virginia 23219
Attention: Robert C. Dewar
Email: rdewar@williamsmullen.com
6. Acknowledgement of the Assignment of Purchase Agreement. Seller acknowledges that the rights and obligations of the Original Purchasers under the Purchase Agreement have been assigned and conveyed to the Purchasers pursuant to the Assignment. The Purchasers shall be recognized for all purposes as “Purchaser” under the Purchase Agreement.
| 2 |
| --- |
7. Effect of Amendment. Except as expressly modified herein, all other terms and provisions set forth in the Purchase Agreement shall remain in full force and effect and shall not otherwise be affected by this Amendment, and this Amendment shall be governed by and subject to the terms of the Purchase Agreement, as amended by this Amendment. In the event of a conflict between the respective provisions of the Purchase Agreement and this Amendment, the terms of this Amendment shall control. As of the Effective Date, the terms and conditions set forth in this Amendment shall be deemed a part of the Purchase Agreement for all purposes, and all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” “hereunder,” or words of similar import or meaning shall mean the Purchase Agreement as modified by this Amendment, and all references to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Purchase Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.
8. Entire Agreement; Successors and Assigns. This Amendment (together with the Purchase Agreement) constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements (whether written or oral). This Amendment and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the Parties.
9. Governing Law. Section 23 of the Purchase Agreement is incorporated herein as though set forth in this Section 9 in full.
10. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered will be deemed to be an original and all of which, when taken together, will be deemed to be but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page or DocuSign shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| 3 |
| --- |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| SELLERS: | |
|---|---|
| GLOBAL ABBEVILLE PROPERTY, LLC, | |
| DODGE NH, LLC, | |
| each a Georgia limited liability company | |
| By: | |
| Name: | Clifford Neuman |
| Title: | Manager |
[SignaturesContinue on Following Page]
| PURCHASERS: | |
|---|---|
| GA SNF ABBEVILLE GA LLC, | |
| GA SNF EASTMAN GA LLC, | |
| each a Delaware limited liability company | |
| By: | |
| Name: | Jonathan Stern |
| Title: | President |
[Signature Page to First Amendment to Purchase and Sale Agreement – GA 4-Pack]
EXHIBITA
[Signature Page to First Amendment to Purchase and Sale Agreement – GA 4-Pack] EXHIBIT A
Exhibit10.3
Execution Version
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of April 27, 2026 (the “Effective Date”), by and among (i) Global Abbeville Property, LLC and Dodge NH, LLC, each a Georgia limited liability company (collectively, “Sellers”), and (ii) GA SNF Abbeville GA LLC and GA SNF Eastman GA LLC, each a Delaware limited liability company (collectively, “Purchasers”). The Sellers and the Purchasers are sometimes referred to herein, collectively, as the “Parties”.
RECITALS
A. Sellers and Purchasers (as successors in interest pursuant to that certain Assignment and Assumption of Purchase Agreement by and among Abbeville Crossing Propco of Journey LLC and Eastman Trails Propco of Journey LLC, each a Georgia limited liability company, as assignors, and Purchasers, as assignees, (the “Assignment”)) are parties to that certain Purchase and Sale Agreement dated as of March 5, 2026, as amended by that certain First Amendment to Purchase and Sale Agreement and Acknowledgement dated April 21, 2026 (the “Purchase Agreement”).
B. The Parties desire to enter into this Amendment in order to, among other things, evidence certain agreements of the Parties.
NOW, THEREFORE, in consideration of the foregoing recitals and the conditions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Defined Terms; Recitals. Any capitalized term used, but not otherwise defined, in this Amendment shall have the meaning ascribed to such term in the Purchase Agreement. The Recitals above are incorporated in this Amendment as if fully set forth in this Section 1 and the Parties, for themselves and on behalf of their Affiliates, hereby acknowledge the matters set forth therein.
2. Closing Date. Section 5 is hereby deleted in its entirety and replaced with the following paragraph:
“5. Closing. Subject to the satisfaction of the closing conditions set forth in Section 9 and Section 10 below (the “Conditions”), the closing of the transaction contemplated in this Agreement (the “Closing”) shall occur on or around May 1, 2026, or as soon thereafter as all Conditions have been satisfied or waived, subject to receipt of the Approvals (the “Closing Date”). The Closing shall occur in escrow through the Title Company. The Closing Date may be such different date as agreed to in writing by the Parties. Unless otherwise agreed to in writing by the Parties, the Closing shall be 12:01 a.m., Eastern Standard Time on the Closing Date (the “Effective Time”).”
3. Post-Closing Obligation. Section 13 is hereby deleted in its entirety and replaced with the following paragraph:
“13. Post-Closing Obligations. No later than June 1, 2026, Seller shall exercise commercially reasonable efforts to obtain from the Dodge County Assessor’s Office (“Assessor’s Office”) and deliver to the Purchaser evidence showing that (i) the acreage of “Tract 1” (as described on Exhibit A hereof with regard to the Eastman Facility) (Tax Parcel ID 047 002A) has been corrected from 5.5 acres to approximately 3.562 acres on all records and documentations of the Assessor’s Office, including, but not limited to, on the following webpage of the Assessor’s Office: https://qpublic.schneidercorp.com/Application.aspx?AppID=730&LayerID=11770&PageTypeID=4&PageID=5448&Q=1490668719&KeyValue=047++++002A and (ii) there is a webpage designated for “Tract 2” (as described on Exhibit A hereof with regard to Eastman Facility) (Tax Parcel ID 047 107), including the correct hyperlink to the GIS map showing the correct parcel and location as described in Plat Book 5, Page 286, as referenced in ALTA Commitment for Title Insurance issued by Old Republic National Title Insurance Company on March 17, 2026, and revised on April 13, 2025, and in the ALTA/NSPS Land Title Survey relating to “Tract 2” to be obtained by the Purchaser (the “Survey”). Upon request by Purchaser, Seller shall deliver to Purchaser (or any third party designated by the Purchaser), any document or information reasonably required by the Title Company or the surveyor in order to complete the Survey and to amend or correct the description of “Tract 2”. This Section 13 shall survive the Closing.”
4. Exhibit A. Exhibit A to the Purchase Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached to this Amendment.
5. Section 11 (a)(i) is hereby deleted in its entirety and replaced with the following paragraph:
“(i) (A) Warranty Deed for the Real Property with regard to the Glen Eagle Facility, duly executed by Seller, in substantially the form of Exhibit D-1 attached hereto and made a part hereof (the “Abbeville Warranty Deed”), (B) Warranty Deed for the Real Property with regard to the Eastman Facility, duly executed by Seller, in substantially the form of Exhibit D-1 attached hereto and made a part hereof (the “Eastman Warranty Deed”), and (C) Quitclaim Deed for the Real Property with regard to the Eastman Facility, duly executed by Seller, in substantially the form of Exhibit D-2 attached hereto and made a part hereof (the “Eastman Quitclaim Deed”, together with the Abbeville Warranty Deed and Eastman Warranty Deed, the “Deed”);
6. Exhibits.
| (a) | “EXHIBITS<br> AND SCHEDULES” is hereby amended and restated as follows: |
|---|
“Exhibit A - Description of Real Property
Exhibit B - Deposit Escrow Agreement
Exhibit C - Allocation Statement
Exhibit D-1 - Form of Warranty Deed
Exhibit D-2 - Form of Quitclaim Deed
Exhibit E - Form of Bill of Sale and Assignment
Exhibit F - Form of FIRPTA Certificate
Exhibit G - Form of Seller Closing Certificate
Exhibit H - Form of Purchaser Closing Certificate
Exhibit I - Form of Escrow Holdback Agreement
Schedule 1 - Excluded Personal Property
Schedule 6 - Seller’s Disclosure Schedule”
| (b) | Exhibit<br> D is hereby deleted in its entirety. |
|---|---|
| (c) | Exhibit<br> D-1. Exhibit D-1 hereof is hereby incorporated into the Purchase Agreement. |
| (d) | Exhibit<br> D-2. Exhibit D-2 hereof is hereby incorporated into the Purchase Agreement. |
7. Effect of Amendment. Except as expressly modified herein, all other terms and provisions set forth in the Purchase Agreement shall remain in full force and effect and shall not otherwise be affected by this Amendment, and this Amendment shall be governed by and subject to the terms of the Purchase Agreement, as amended by this Amendment. In the event of a conflict between the respective provisions of the Purchase Agreement and this Amendment, the terms of this Amendment shall control. As of the Effective Date, the terms and conditions set forth in this Amendment shall be deemed a part of the Purchase Agreement for all purposes, and all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” “hereunder,” or words of similar import or meaning shall mean the Purchase Agreement as modified by this Amendment, and all references to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Purchase Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.
8. Entire Agreement; Successors and Assigns. This Amendment (together with the Purchase Agreement) constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements (whether written or oral). This Amendment and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the Parties.
9. Governing Law. Section 23 of the Purchase Agreement is incorporated herein as though set forth in this Section 5 in full.
10. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered will be deemed to be an original and all of which, when taken together, will be deemed to be but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page or DocuSign shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| SELLERS: | |
|---|---|
| GLOBAL ABBEVILLE PROPERTY, LLC, | |
| DODGE NH, LLC, | |
| each a Georgia limited liability company | |
| By: | |
| Name: | Clifford Neuman |
| Title: | Manager |
[SignaturesContinue on Following Page]
[Signature Page to Second Amendment to Purchase and Sale Agreement – Selectis II]
| PURCHASERS: | |
|---|---|
| GA SNF ABBEVILLE GA LLC, | |
| GA SNF EASTMAN GA LLC, | |
| each a Delaware limited liability company | |
| By: | |
| Name: | Jonathan Stern |
| Title: | President |
[Signature Page to Second Amendment to Purchase and Sale Agreement – Selectis II]
EXHIBITA
DESCRIPTIONOF REAL PROPERTY
Attached.
GlenEagle Facility
EastmanFacility
TRACT1:
ALSO DESCRIBED AS:
TRACT2:
TOGETHERWITH:
TRACT3:
EXHIBITD-1
WARRANTYDEED
Attached.
AFTERRECORDING
PLEASERETURN TO:
______________________
______________________
______________________
______________________
______________________
STATE OF GEORGIA
COUNTY OF __________
WARRANTYDEED
[NTD.To be updated to a Warrant Deed prior to Closing]
THIS INDENTURE made this ___ day of ____________, 2026, between [_____________________] (“Grantor”), and [_________________] (herein called “Grantee”).
WITNESSETH: That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien, convey and confirm unto Grantee all that tract or parcel of land described as follows (the “Property”):
[Legal descriptions to be inserted.]
TO HAVE AND TO HOLD the Property, together with all and singular the rights, easements, members and appurtenances thereof, to the same being, belonging or in any wise appertaining, to the only proper use, benefit and behoof of Grantee, forever, IN FEE SIMPLE.
This Deed and the warranty of title contained herein is made subject to those matters set forth on Exhibit A attached hereto and made a part hereof (the “Encumbrances”).
Grantor will warrant and forever defend the right and title to the Property unto Grantee against the lawful claims of all persons owning, holding or claiming by, through or under Grantor, but not otherwise, and subject to the Encumbrances.
(The words “Grantor” and “Grantee” include all genders, plural and singular, and their respective heirs, successors and assigns where the context requires or permits.)
[SIGNATURE ON NEXT PAGE]
IN WITNESS WHEREOF, Grantor has caused this Indenture to be executed and sealed the day and year first above written.
| Signed, sealed, and delivered | GRANTOR: |
|---|---|
| in the presence<br> of: | |
| [_____________________] | |
| Unofficial Witness | By: |
| Printed Name: | |
| Printed Title: | |
| Notary Public | [SEAL] |
| Commission Expiration Date; | |
| [NOTARIAL SEAL] |
EXHIBIT“A” TO DEED
Permitted Exceptions
[To be inserted.]
EXHIBITD-2
QUITCLAIMDEED
Attached.
AFTERRECORDING
PLEASERETURN TO:
______________________
______________________
______________________
______________________
______________________
QUITCLAIMDEED
THIS QUITCLAIM DEED is made as of the ___ day of ______, 2026, by and between Dodge NH, LLC, a Georgia limited liability company (the “Grantor”), and GA SNF Eastman GA LLC, a Delaware limited liability company (collectively, the “Grantee”).
WITNESSETH that Grantor, for and in consideration of the sum of Ten AND NO/100 ($10.00) DOLLARS in hand paid at and before the sealing and delivery of these presents, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged and confessed, has bargained and sold, and does by these presents hereby remise, release and quitclaim unto Grantee, its successors and assigns, all of Grantor’s right, title and interest in and to certain tract or parcel of land located in Dodge County, Georgia, more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference together with all improvements, buildings, and structures located thereon (collectively, the “Property”).
TO HAVE AND TO HOLD the Property together with all and singular the rights, members, hereditaments, improvements, easements, and appurtenances thereto belonging or in anywise appertaining to the property, unto Grantee, its successors and assigns, free and discharged from all right, title, claim or interest of the Grantor or anyone claiming by, through or under them, FOREVER.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Grantor has hereunto caused this Quitclaim Deed to be executed under seal by its duly authorized representative as of the date and year first above written.
| Signed, sealed and delivered<br>in the presence<br> of: | GRANTOR: | |
|---|---|---|
| Dodge NH, LLC, | ||
| a Georgia limited liability company | ||
| Unofficial Witness | ||
| By: | Selectis Propco Management, LLC | |
| Its: | Sole Manager | |
| Notary Public | ||
| [NOTARY SEAL] | By: | |
| My Commission Expires: | Printed Name: | Clifford Neuman |
| Printed Title: | Manager |
[Signature Page to Quitclaim Deed]
EXHIBIT“A”
Legal Description
[To be inserted.]
Exhibit10.5
ASSIGNMENTAND ASSUMPTION OF PURCHASE AGREEMENT
ThisASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2026 (the “Effective Date”), by and between Abbeville Crossing of Journey Propco LLC and Eastman Trails of JourneyPropco LLC, each a Georgia limited liability company (individually and collectively, “Assignor”) and GA SNFAbbeville GA LLC and GA SNF Eastman GA LLC, each a Delaware limited liability company (together with their successors and assigns, collectively, the “Assignee”). Assignor and Assignee are sometimes referred to herein, collectively, as the “Parties”.
RECITALS
A. Pursuant to that certain Purchase and Sale Agreement dated as of March 5, 2026, by and among each entity listed as a “Seller” on Schedule A attached hereto (collectively, “Sellers”) and Assignor (whose names were incorrectly stated as Abbeville Crossing Propco of Journey LLC and Eastman Trails Propco of Journey LLC, respectively) (collectively, the “Purchase Agreement”), Sellers have agreed to sell, and Assignor have agreed to purchase, those certain parcels of improved real property and other related assets located at the addresses set forth on Schedule A attached hereto and more particularly described in the Purchase Agreement (collectively, the “Properties”), subject to the term and conditions therein.
B. Assignee is a Purchaser’s Permitted Assignee pursuant to Section 19 of the Purchase Agreement.
C. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor’s right, title and interest in and to the Purchase Agreement with respect to the Properties, subject to the terms and conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the conditions and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Defined Terms; Recitals. Any capitalized term used, but not otherwise defined, in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement. The Recitals above are incorporated in this Agreement as if fully set forth in this Section 1 and the Parties, for themselves and on behalf of their affiliates, hereby acknowledge the matters set forth therein.
2. Assignment and Assumption of Purchase Agreement. Assignor hereby transfers, conveys, assigns and sets over to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement, including, but not limited to, the Deposit. Assignee hereby accepts the foregoing assignment of the Purchase Agreement and assumes all of Assignor’s right, title, and interest in and to, and obligations under, the Purchase Agreement, including, but not limited to, the obligation to pay the Purchase Price.
3. Representations. For the benefit of Sellers, Assignee hereby makes each and every representation and warranty made by Assignor in the Purchase Agreement.
4. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia, exclusive of its conflicts of laws provisions.
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| --- |
5. Further Assurances. Assignor and Assignee each agrees that it will do, execute, acknowledge, and deliver, or cause to be done, executed, acknowledged, and delivered, as applicable, all such further acts, assignments, transfers, documents, conveyances and assurances as may be reasonably required, to carry out the intent of this Agreement.
6. Entire Agreement; Modifications; Successors and Assigns. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements. This Agreement may not be modified or amended except in writing signed by the Parties and Sellers. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the heirs, successors and assigns of the Parties.
7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed to be an original and all of which, when taken together, will be deemed to be but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by fax, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page or Docusign shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.
[SIGNATURE PAGE FOLLOWS]
| 2 |
| --- |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| ASSIGNOR: |
|---|
| ABBEVILLE CROSSING OF JOURNEY PROPCO LLC, a Georgia limited liability company |
| By: |
| Name: |
| Title: |
| EASTMAN TRAILS OF JOURNEY PROPCO LLC, a Georgia limited liability company |
| By: |
| Name: |
| Title: |
[Signature Page of Assignment of Purchase Agreement – GA 2-Pack (Follow on)]
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| --- | | ASSIGNEE: | | --- | | GA SNF ABBEVILLE GA LLC, a Delaware<br> limited liability company | | By: | | Name: | | Title: | | GA SNF EASTMAN GA LLC, a Delaware<br> limited liability company | | By: | | Name: | | Title: |
[Signature Page of Assignment of Purchase Agreement – GA 2-Pack (Follow on)]
Schedule A
Properties; Sellers
| Facility Name | Facility Address | Sellers | Existing Operators |
|---|---|---|---|
| Glen<br> Eagle Healthcare and Rehab | 206<br> Main Street E, Abbeville, Georgia | Global<br> Abbeville Property, LLC | Global<br> Abbeville, LLC |
| Eastman<br> Healthcare and Rehab | 556<br> Chester Highway, Eastman, Georgia | DODGE<br> NH, LLC | Global<br> Eastman, LLC |