Selectis Health, Inc 8-K, filed Oct 9, 2026
Selectis Health, Inc. (GBCS)
About this 8-K
Selectis Health, Inc filed this 8-K on October 9, 2026, reporting on events of October 5, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note.
As previously disclosed, on June 22, 2026, Selectis Health, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Black Pearl Equities II, LLC, a New York limited liability company (“Purchaser”), and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”). Black Pearl Equities, LLC, a New York limited liability company (“Parent”), is the sole member of Purchaser.
Pursuant to the Merger Agreement, Parent, Purchaser and Merger Sub commenced a tender offer on July 13, 2026 (as amended and extended, the “Offer”) to purchase all issued and outstanding shares of the Company’s common stock, par value $0.05 per share (the “Shares”), at a price of $5.75 per Share in cash, without interest and subject to applicable withholding taxes (the “Offer Price”). The Offer expired at 5:00 p.m., New York City time, on August 31, 2026. As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2026 (the “Acceptance Form 8-K”), 2,789,027 Shares, representing approximately 90.93% of the Shares outstanding immediately prior to the expiration of the Offer, were validly tendered and not validly withdrawn, and Merger Sub accepted for payment all such Shares (the “Acceptance Time”).
On October 5, 2026 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Purchaser and an indirect wholly owned subsidiary of Parent. The Merger was effected without a vote or meeting of the Company’s stockholders pursuant to Section 16-10a-1104 of the Utah Revised Business Corporation Act (the “URBCA”), and became effective upon the filing of articles of merger with the Utah Division of Corporations and Commercial Code at 4:27 p.m., Mountain Time, on the Closing Date (the “Effective Time”).
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 2.03, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in treasury or owned directly by the Company, any subsidiary of the Company, Purchaser or Merger Sub, and Shares held by stockholders who properly exercised and perfected appraisal rights under Part 13 of the URBCA) was cancelled and converted into the right to receive $5.75 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”).
At the Effective Time, each outstanding and unexercised warrant to purchase Shares was automatically cancelled and converted into the right to receive, for each Share subject to the warrant, an amount in cash equal to the excess, if any, of the Merger Consideration over the applicable exercise price, without interest and subject to applicable withholding taxes, and any warrant with an exercise price equal to or greater than the Merger Consideration was cancelled without payment. Any other Company equity awards outstanding immediately prior to the Effective Time were treated in accordance with the terms of the Merger Agreement.
As previously reported in the Acceptance Form 8-K, the aggregate cash consideration payable in the Offer and the Merger is approximately $17,635,589, excluding amounts payable in respect of Company warrants and other equity awards, and the Offer Price, the Merger Consideration and related transaction fees and expenses were funded with the proceeds of the Term Loans (as defined below).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported under Item 1.01 of the Acceptance Form 8-K, on August 31, 2026, Purchaser and Merger Sub entered into a Credit Agreement (the “Credit Agreement”) with Milrose Capital, LLC (“Milrose”) and SCG Experts Corp. (together with Milrose, the “Lenders”), and Milrose, as collateral agent, pursuant to which the Lenders provided term loans in an aggregate principal amount of $18,226,250.00 (the “Term Loans”). Under the Credit Agreement, the Company becomes a borrower thereunder upon completion of the Merger.
Accordingly, at the Effective Time, the Company, as the surviving corporation in the Merger, became a borrower under the Credit Agreement and jointly and severally liable for the obligations of the borrowers thereunder, including the Term Loans. The Term Loans bear interest at a fixed rate of 5.0% per annum and mature on August 28, 2031. Commencing on September 1, 2027, principal and interest are payable in monthly installments. The obligations under the Credit Agreement are secured by a security interest in substantially all of the assets of the borrowers and certain of their subsidiaries, which, following the Effective Time, include the Company and its subsidiaries. In connection with the Merger, the Company and certain of its subsidiaries entered into a joinder agreement and related security documents dated as of the Closing Date.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, financial covenants, including a minimum portfolio actual debt service coverage ratio, and events of default, upon the occurrence of which the obligations under the Credit Agreement may be accelerated.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Acceptance Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of Shares immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration or, in the case of stockholders who properly exercised and perfected appraisal rights, the rights provided under Part 13 of the URBCA.
In accordance with Section 3.02(f) of the Merger Agreement, all outstanding shares of the Company’s Series A Convertible Preferred Stock and Series D Convertible Preferred Stock were redeemed at or prior to the Acceptance Time and ceased to be outstanding.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01, 2.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As previously reported in the Acceptance Form 8-K, a change in control of the Company occurred at the Acceptance Time. Upon completion of the Merger at the Effective Time, the Company became a wholly owned subsidiary of Purchaser and an indirect wholly owned subsidiary of Parent. At the Acceptance Time, Merger Sub held approximately 90.93% of the outstanding Shares, and following the Effective Time Purchaser holds 100% of the outstanding equity securities of the Company. The funds used to pay the Offer Price and the Merger Consideration were derived from the Term Loans, as described under Items 2.01 and 2.03.
As described under Item 1.01 of the Acceptance Form 8-K, in connection with the Credit Agreement, certain equity holders of the borrowers and their subsidiaries pledged the issued and outstanding equity interests in certain entities to secure the obligations under the Credit Agreement, including all of the issued and outstanding Shares of the Company held by Purchaser and the equity interests of Purchaser. Upon the occurrence of an event of default under the Credit Agreement, the collateral agent may exercise remedies with respect to the pledged equity interests, which could result in a further change in control of the Company. Other than as described in this paragraph, to the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company or of Purchaser or Parent, the operation of which may at a subsequent date result in a change in control of the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with Section 2.10 of the Merger Agreement, at the Effective Time, each of Clifford L. Neuman, Kent J. Lund, and Richard Huebner ceased to serve as a member of the Board of Directors of the Company (the “Board”) and of any committee of the Board, and Krystal Eckhart ceased to serve as Interim Chief Financial Officer of the Company. These departures were in connection with the Merger and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In accordance with Section 2.10 of the Merger Agreement, at the Effective Time, Abraham Schwartz and Zalman Schapiro, being the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company, and Abraham Schwartz and Zalman Schapiro, being the officers of Merger Sub immediately prior to the Effective Time, became the officers of the Company.
Biographical information regarding Messrs. Schwartz and Schapiro, including their business experience during the past five years, is set forth in Section 8 of “The Tender Offer” in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO filed on July 13, 2026, and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In accordance with Section 2.09 of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated in their entirety as set forth in the Amended and Restated Articles of Incorporation filed as Exhibit 3.1 hereto. At the Effective Time, and as provided in Section 2.09 of the Merger Agreement, the bylaws of the Company were amended and restated in their entirety to conform to the bylaws of Merger Sub. Copies of the amended and restated articles of incorporation and the amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
In connection with the completion of the Merger, the Company notified FINRA of the Merger, and the Shares will no longer be quoted on the OTCQB market. The Company intends to file with the SEC a certification and notice on Form 15 to terminate the registration of the Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Prior to filing the Form 15, the Company filed a post-effective amendment to its Registration Statement on Form S-8 (File No. 333-40689) to deregister all securities remaining unsold thereunder.
Item 9.01. Financial Statements and Exhibits.
(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 hereunto duly authorized.
| SELECTIS HEALTH, INC. | ||
| By: | /s/ Abraham Schwartz | |
| Name: | Abraham Schwartz | |
| Title: | Chief Executive Officer | |
| Date: | October 7, 2026 | |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SELECTIS HEALTH, INC.
Entity Name: Selectis Health, Inc.
Entity No. 698994-0142
These Amended and Restated Articles of Incorporation were adopted as an amendment to the Articles of Incorporation of the corporation effected by merger pursuant to Subsection 16-10a-1104(2)(d) of the Utah Revised Business Corporation Act, and no vote of the shareholders of the corporation was required.
The Articles of Incorporation of Selectis Health, Inc., a Utah corporation, are amended and restated in their entirety to read as follows:
ARTICLE I
NAME
The name of the corporation is Selectis Health, Inc.
ARTICLE II
PURPOSE
The purpose for which the corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.
ARTICLE III
DURATION
The period of duration of the corporation is perpetual.
ARTICLE IV
SHARES
The corporation is authorized to issue one thousand (1,000) shares of common stock, no par value.
ARTICLE V
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office of the corporation is 2005 E 2700 S, Ste 200, Salt Lake City, Utah 84109, and the name of the registered agent of the corporation at that office is NUCO Filings Corp.
| SELECTIS HEALTH, INC. | ||
| By: | /s/ Krystal Eckhart | |
| Name: | Krystal Eckhart | |
| Title: | Interim CFO | |
Exhibit 3.2
BYLAWS
OF
SELECTIS HEALTH, INC.
a Utah Corporation
Adopted as of October 5, 2026
Article I — Offices
1.1 Principal Office. The principal office of Selectis Health, Inc. (the “Corporation”) shall be located at such place as the Board of Directors may determine. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate.
1.2 Registered Office and Agent. The Corporation shall continuously maintain a registered office and registered agent in the State of Utah as required by the Utah Revised Business Corporation Act (the “Act”).
Article II — Purpose
2.1 Purpose. The Corporation is organized to serve as an acquisition vehicle and, in particular, to effect one or more mergers, consolidations, share exchanges, or similar business-combination transactions in which the Corporation acquires, or is combined with, one or more target entities, including transactions in which a target entity merges with and into the Corporation (with the Corporation surviving) or in which the Corporation merges with and into a target entity. The Corporation may also engage in any other lawful act or activity for which corporations may be organized under the Act, and may take all actions necessary, convenient, or incidental to the foregoing.
Article III — Shareholders
3.1 Meetings. Meetings of shareholders may be held for any proper purpose at such date, time, and place as determined by the Board of Directors, and written notice shall be given not fewer than ten (10) nor more than sixty (60) days before the meeting, except as otherwise provided by the Act. Notice may be waived in writing or by attendance.
3.2 Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum, and the affirmative vote of a majority of the shares represented and voting shall be the act of the shareholders, unless a greater vote is required by the Act, the articles of incorporation, or these Bylaws.
3.3 Action by Written Consent. Any action required or permitted to be taken by the shareholders may be taken without a meeting by one or more written consents signed by shareholders holding the minimum number of votes necessary to authorize the action, delivered to the Corporation in accordance with the Act. Proxies may be executed in writing by a shareholder or the shareholder’s duly authorized attorney-in-fact.
3.4 Single Shareholder. For so long as all outstanding shares of the Corporation are held of record by one person or one entity (a “single shareholder”): (a) the shares shall not be transferable without the prior written approval of the Board of Directors, and any attempted transfer shall be void; (b) no shareholder meeting may be called or held; and (c) all action of the shareholders or the Board of Directors shall be taken by written consent without a meeting. An entity shall count as one shareholder regardless of how many owners or beneficial holders it has, and the Corporation shall not look through it.
Article IV — Board of Directors
4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
4.2 Number and Tenure. The Board of Directors shall consist of one (1) or more directors, the exact number to be fixed from time to time by the shareholders or the Board. Each director shall hold office until a successor is elected and qualified, or until the director’s earlier death, resignation, or removal.
4.3 Election and Removal. Directors shall be elected by the shareholders. Any director may be removed, with or without cause, by the shareholders at any time.
4.4 Vacancies. Any vacancy on the Board of Directors may be filled by the shareholders or by a majority of the remaining directors.
4.5 Meetings; Notice. Regular and special meetings of the Board of Directors may be held at such times and places as the Board determines. Meetings may be held by telephone or other means of communication by which all participants can hear one another.
4.6 Quorum and Voting. A majority of the directors then in office shall constitute a quorum. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board.
4.7 Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing to the action.
Article V — Officers
5.1 Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and may include one or more Vice Presidents and such other officers as the Board of Directors may appoint. Any two or more offices may be held by the same person.
5.2 Appointment and Term. Officers shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board. Any officer may be removed by the Board at any time, with or without cause.
5.3 Authority and Duties. Each officer shall have the authority and perform the duties customarily incident to the office and such additional duties as the Board of Directors may assign. The President shall be the chief executive officer and shall have general supervision over the business and affairs of the Corporation.
Article VI — Shares
6.1 Certificates. Shares of the Corporation may be certificated or uncertificated, as determined by the Board of Directors. Certificates, if issued, shall be signed by the appropriate officers and shall state the holder’s name and the number and class of shares.
6.2 Restriction on Transfer. The shares of the Corporation are not transferable except a transfer approved in writing by the Board of Directors, and any attempted transfer without such approval shall be void. This Section is subject to Section 3.4 (Single Shareholder).
6.3 Single Shareholder. Notwithstanding any other provision of these Bylaws, for so long as the Corporation has a single shareholder, the shares of the Corporation shall not be transferable, and no transfer of any shares shall be permitted or recognized by the Corporation.
6.4 Record Owner. The Corporation shall be entitled to treat the registered holder of any shares as the owner thereof for all purposes.
Article VII — Indemnification
7.1 Indemnification. To the fullest extent permitted by the Act, the Corporation shall indemnify its directors and officers against liabilities and expenses incurred in connection with any proceeding arising out of their service to the Corporation, and may advance expenses, except where prohibited by the Act.
Article VIII — General Provisions
8.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.
8.2 Amendments. These Bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors or the shareholders, subject to the Act and the articles of incorporation.
8.3 Conflicts. In the event of any conflict between these Bylaws and the articles of incorporation or the Act, the articles of incorporation and the Act shall control, in that order.