Selectis Health, Inc 8-K/A, filed Jan 21, 2022
Selectis Health, Inc. (GBCS)
About this 8-K/A
Selectis Health, Inc filed this 8-K/A on January 21, 2022, reporting on events of January 6, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by the Company:
1(a) On January 17, 2022, the Company completed the exchange of an additional $165,000 in principal amount of 2018 11% Senior Secured Promissory Notes (the “Notes”) for 33,000 shares of common stock of the Company at an exchange price of $5.00 per share. Giving effect to the foregoing additional Note exchanges, the aggregate amount of principal converted for the entire Exchange Offering was $795,000 in Notes and the total number of shares issued upon conversion of the Notes was 159,000 shares of common stock. The Company terminated the exchange offer as of January 17, as approved by the Board of Directors. The effective date of all exchanges was agreed to be December 31, 2021. The exchange is intended to enhance the Company’s net equity to in excess of $4.0 million to support its efforts to be approved for an exchange listing.
b. The total of 159,000 shares issued in the Exchange Offering were issued to 15 Note holders without registration under the Securities Act of 1933 as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act. The shares issued will be “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend; provided that some investors who are non-affiliates of the Company and who have not been affiliates for at least 90 days may be eligible to have the restrictive legend removed.
c. The Company paid a solicitation fee of $8,200 to GVC Capital LLC in connection with the conversion of Notes by holders who were its clients.
d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereunder.
e. The terms of the conversions of debt are disclosed in Item 1.a above.
f. Not applicable.
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: January 21, 2022 | /s/ Lance Baller |
| Lance Baller, CEO |