GBCS 8-K
Selectis Health, Inc. (GBCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO DEFINITIVE MATERIAL AGREEMENTS |
Purchase and Sale Agreement
Effective on December 5, 2025, Selectis Health, Inc., a Utah corporation (the “Company”) caused two of the Company’s wholly-owned subsidiaries Providence HR, LLC and Atl/Warr, LLC, each a Georgia limited liability company (each a “Seller”) to execute and deliver a definitive Purchase and Sale Agreement (“PSA”) with two newly formed entities: The Woods at Sparta of Journey Propco LLC and Warrenton Woods of Jour Propco LLC, each a Georgia limited liability company (each a “Purchaser”); pursuant to which each Seller agreed to sell substantially all of the real and personal property owned by each, namely the skilled nursing facilities located at 60 Providence Street, Sparta, Georgia upon which is located that certain 71-bed skilled nursing facility commonly known as “Providence of Sparta Health & Rehab” (the “Sparta Facility”), and 813 Atlanta Highway, Warrenton, Georgia upon which is located that certain 110-bed skilled nursing facility commonly known as “Warrenton Health and Rehabilitation” (the “Warrenton Facility” and together with the Sparta Facility, the “Facilities”).
The purchase price to be paid by Purchasers for the Facilities is $13,175,000.00, subject to certain prorations, holdbacks and adjustments customary in transactions of this nature.
Consummation of the PSA is contingent upon numerous conditions, including, without limitation, satisfactory completion of due diligence during a Due Diligence Period, and other conditions customary in transactions of this nature. There can be no assurance that the PSA will be consummated.
Operations Transfer Agreement
The Facilities are operated by separate wholly-owned subsidiaries of the Company, namely Selectis Sparta, LLC, a Georgia limited liability company, and Selectis Warrenton, LLC, a Georgia limited liability company (collectively, the “Existing Operators”). Concurrently with the execution of the PSA, the Company caused the Existing Operators to execute an Operations Transfer Agreement (“OTA”) with two newly formed entities affiliated with the Purchasers, The Woods at Sparta of Journey LLC, and Warrenton Woods of Journey LLC, each a Georgia limited liability company (each a “New Operator”). If consummated, of which there can be no assurance, the OTA will govern the transfer of the skilled nursing operations from the Existing Operators to the New Operators.
Consummation of the OTA is contingent upon the consummation of the PSA as well as other conditions customary in transactions of this nature.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| 10.1 | Purchase and Sale Agreement | ||
| 10.2 | Operations Transfer Agreement | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: December 9, 2025 | /s/ Adam Desmond |
| Adam Desmond, CEO |
Ehibit 10.1
Exhibit 10.2
