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 9, 2024
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) |
8480 E. Orchard Road, Ste. 4900, Greenwood Village, CO 80111
(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<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) 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. ☐
| ITEM 7.01 | REGULATION FD DISCLOSURE |
|---|
On May 9, 2024 Selectis Health, Inc. (OTC: GBCS) (“Selectis” or the “Company”) issued a press release announcing that its wholly-owned subsidiary, Goodwill Hunting, LLC (the “Seller”), has executed and delivered a definitive Purchase and Sale Agreement (the “PSA”) to sell certain real property located in Macon, Bibb County, Georgia, including the skilled nursing facility known as Archway Transitional Care Center^1^ (collectively, “the Archway Property”). Pursuant to the PSA, Bibb County Holdings II, LLC (the “Purchaser”) has agreed to purchase the Archway Property for $6.75 million, subject to certain prorations, holdbacks, and adjustments customary in transactions of this nature. A copy of the PSA was previously filed as an exhibit to the Company’s Current Report on Form 8-K dated May 1, 2024 and filed with the Securities and Exchange Commission on May 8, 2024. A copy of the press release is filed herewith as Exhibit 99.1
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
| ITEM 9.01 | EXHIBITS |
|---|
| Item | Title |
|---|---|
| 99.1 | Press Release |
| 104 | Cover<br> 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.<br><br> <br>(Registrant) | ||
|---|---|---|
| Dated:<br> May 9, 2024 | /s/ Adam Desmond | |
| Adam<br> Desmond, CEO |
Exhibit99.1
SelectisHealth Enters Definitive Purchase and Sale Agreement for Archway Transitional Care Center in Georgia
-Archway Nursing Facility and Related Property to be Sold for $6.75 Million -
GreenwoodVillage, Colorado, May 9, 2024 – Selectis Health, Inc. (OTC: GBCS) (“Selectis” or the “Company”) announced that its wholly-owned subsidiary, Goodwill Hunting, LLC (the “Seller”), has executed and delivered a definitive Purchase and Sale Agreement (the “PSA”) to sell certain real property located in Macon, Bibb County, Georgia, including the skilled nursing facility known as Archway Transitional Care Center^1^ (collectively, “the Archway Property”). Pursuant to the PSA, Bibb County Holdings II, LLC (the “Purchaser”) has agreed to purchase the Archway Property for $6.75 million, subject to certain prorations, holdbacks, and adjustments customary in transactions of this nature.
The Seller and Purchaser entered into the PSA on May 1, 2024 (the “Effective Date”). Under the terms of the PSA, the Purchaser has a 45-day period from and after the Effective Date in which to undertake any due diligence or inspections of the Archway Property (the “Inspection Period”) where deemed necessary and appropriate, including obtaining a fair market value appraisal. Upon full satisfaction or select waiver of the Purchaser’s closing conditions, the Purchaser and Seller shall consummate and close the sale of the Archway Property approximately 15 days after the expiration of the Inspection Period.
Prior to the Inspection Period’s expiration, the Purchaser shall have the right to terminate the PSA for any reason or no reason by delivering written notice to the Seller. In the event of termination, the Purchaser shall receive a full refund of the initial $50,000 deposit delivered to the Seller’s escrow agent.
Following completion of the transaction, the Company and its wholly owned affiliates will continue to own and operate its Eastman Healthcare & Rehabilitation, Glen Eagle Nursing & Rehabilitation, Providence of Sparta Healthcare & Rehabilitation, and Warrenton Healthcare & Rehabilitation facilities in the state of Georgia. The Company’s total remaining footprint is summarized below:
RemainingFacilities Post-Transaction
| Facility | Beds | Facility Type | State |
|---|---|---|---|
| Grand<br>Prairie Nursing Home^1^ | 141 | Skilled<br> Nursing | AR |
| Eastman<br> Healthcare & Rehabilitation | 100 | Skilled<br> Nursing | GA |
| Glen<br> Eagle Nursing & Rehabilitation | 101 | Skilled<br> Nursing | GA |
| Providence<br> of Sparta Healthcare & Rehabilitation | 71 | Skilled<br> Nursing | GA |
| Warrenton<br> Healthcare & Rehabilitation | 110 | Skilled<br> Nursing | GA |
| Meadowview<br> Healthcare & Rehabilitation | 99 | Skilled<br> Nursing | OH |
| Higher<br> Call Healthcare & Rehabilitation | 86 | Skilled<br> Nursing | OK |
| Maple<br> Street Healthcare & Rehabilitation | 29 | Skilled<br> Nursing | OK |
| Park<br> Place Healthcare & Rehabilitation | 106 | Skilled<br> Nursing | OK |
| Southern<br>Hills Assisted Living Facility^2^ | 24 | Assisted<br> Living | OK |
| Southern<br> Hills Healthcare & Rehabilitation^2^ | 106 | Skilled<br> Nursing | OK |
| Southern<br> Hills Retirement Facility^2^ | 90 | Independent<br> Living | OK |
^1^Leased facilities operated by third parties.
^2^All located on the same campus in Tulsa, OK.
Adam Desmond, CEO of Selectis Health, commented: “With the additional capital from the sale of the Archway Property, we expect to enhance our balance sheet and achieve greater flexibility towards optimizing our remaining facility footprint. We are working diligently to close this transaction, and we remain opportunistic in pursuing further real estate and operational rationalization initiatives.”
For more information on the transaction, please see the Company’s associated Form 8-K disclosure, as filed on May 8, 2024.
AboutSelectis Health
Selectis Health owns and/or operates healthcare facilities in Arkansas, Georgia, Ohio, and Oklahoma, providing a wide array of living services, speech, occupational, physical therapies, social services, and other rehabilitation and healthcare services. Selectis focuses on building strategic relationships with local communities in which its partnership can improve the quality of care for facility residents. With its focused growth strategy, Selectis intends to deepen its American Southcentral and Southeastern market presence to better serve the aging population along a full continuum of care.
For more information, please visit www.selectis.com.
ForwardLooking Statements
This press release contains statements that plan for or anticipate the future. In this press release, forward-looking statements are generally identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements include, but are not limited to, statements regarding the following:
| * | strategic<br> business relationships; |
|---|---|
| * | statements<br> about our future business plans and strategies; |
| * | anticipated<br> operating results and sources of future revenue; |
| * | our<br> organization’s growth; |
| * | adequacy<br> of our financial resources; |
| * | development<br> of markets; |
| * | competitive<br> pressures; |
| * | changing<br> economic conditions; and, |
| * | expectations<br> regarding competition from other companies. |
| * | the<br> duration and scope of the COVID-19 pandemic |
| * | the<br> impact of the COVID-19 pandemic on occupancy rates and on the operations of the Company’s facilities. |
| * | Actions<br> governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations<br> affecting our properties and our operations. |
| * | The<br> effects of health and safety measures adopted by us in response to the COVID-19 pandemic. |
| * | Increased<br> operational costs because of health and safety measures related to COVID-19. |
| * | Disruptions<br> to our property acquisition and disposition activities due to economic uncertainty caused by COVID-19. |
| * | General<br> economic uncertainty in key markets as a result of the COVID-19 pandemic and a worsening of global economic conditions or low levels<br> of economic growth. |
Although we believe that any forward-looking statements, we make in this press release are reasonable, because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements, besides the specific factors identified above in the Risk Factors section of this press release, include:
| * | changes<br> in general economic and business conditions affecting the healthcare industry; |
|---|---|
| * | developments<br> that make our facilities less competitive; |
| * | changes<br> in our business strategies; |
| * | the<br> level of demand for our facilities; and |
| * | regulatory<br> changes affecting the healthcare industry and third-party payor practices. |
InvestorRelations Contact
Scott Liolios or Jackie Keshner
Gateway Group, Inc.
(949) 574-3860
selectis@gateway-grp.com