GBCS Selectis Health Inc (PK)

 

 

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 or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification 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 communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement 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 Center¹ (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 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: May 9, 2024		/s/ Adam Desmond
		Adam Desmond, CEO

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Selectis Health 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 -

 

Greenwood Village, 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 Center¹ (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:

 

Remaining Facilities Post-Transaction

 

Facility		Beds		Facility Type		State
Grand Prairie Nursing Home 1		141		Skilled Nursing		AR
Eastman Healthcare & Rehabilitation		100		Skilled Nursing		GA
Glen Eagle Nursing & Rehabilitation		101		Skilled Nursing		GA
Providence of Sparta Healthcare & Rehabilitation		71		Skilled Nursing		GA
Warrenton Healthcare & Rehabilitation		110		Skilled Nursing		GA
Meadowview Healthcare & Rehabilitation		99		Skilled Nursing		OH
Higher Call Healthcare & Rehabilitation		86		Skilled Nursing		OK
Maple Street Healthcare & Rehabilitation		29		Skilled Nursing		OK
Park Place Healthcare & Rehabilitation		106		Skilled Nursing		OK
Southern Hills Assisted Living Facility 2		24		Assisted Living		OK
Southern Hills Healthcare & Rehabilitation2		106		Skilled Nursing		OK
Southern Hills Retirement Facility2		90		Independent 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.

 

About Selectis 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.

 

Forward Looking 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 business relationships;
	*	statements about our future business plans and strategies;
	*	anticipated operating results and sources of future revenue;
	*	our organization’s growth;
	*	adequacy of our financial resources;
	*	development of markets;
	*	competitive pressures;
	*	changing economic conditions; and,
	*	expectations regarding competition from other companies.
	*	the duration and scope of the COVID-19 pandemic
	*	the impact of the COVID-19 pandemic on occupancy rates and on the operations of the Company’s facilities.
	*	Actions governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations affecting our properties and our operations.
	*	The effects of health and safety measures adopted by us in response to the COVID-19 pandemic.
	*	Increased operational costs because of health and safety measures related to COVID-19.
	*	Disruptions to our property acquisition and disposition activities due to economic uncertainty caused by COVID-19.
	*	General economic uncertainty in key markets as a result of the COVID-19 pandemic and a worsening of global economic conditions or low levels 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 in general economic and business conditions affecting the healthcare industry;
	*	developments that make our facilities less competitive;
	*	changes in our business strategies;
	*	the level of demand for our facilities; and
	*	regulatory changes affecting the healthcare industry and third-party payor practices.

 

Investor Relations Contact

 

Scott Liolios or Jackie Keshner

Gateway Group, Inc.

(949) 574-3860

selectis@gateway-grp.com

 

 

 

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Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	May 09, 2024
Entity File Number	0-15415
Entity Registrant Name	SELECTIS HEALTH, INC.
Entity Central Index Key	0000727346
Entity Tax Identification Number	87-0340206
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	8480 E. Orchard Road
Entity Address, Address Line Two	Ste. 4900
Entity Address, City or Town	Greenwood Village
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Entity Address, Postal Zip Code	80111
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Pre-commencement Issuer Tender Offer	false
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