Selectis Health Inc SEC Filings

Selectis Health, Inc. entered into a definitive Purchase and Sale Agreement for two of its skilled nursing facilities in Georgia. Two wholly-owned property subsidiaries agreed to sell substantially all real and personal property related to the 101-bed Glen Eagle Healthcare and Rehab in Abbeville and the 100-bed Eastman Healthcare and Rehab in Eastman for a combined purchase price of $15,700,000, subject to customary prorations, holdbacks, and adjustments. Closing is contingent on completion of due diligence and other conditions, and may not occur.

At the same time, Selectis caused its operating subsidiaries to sign an Operations Transfer Agreement with new affiliated operators. If the sale is completed, this agreement will govern the transfer of the skilled nursing operations at both facilities to the new operators, with consummation of the operations transfer also contingent on closing of the property sale.

Black Pearl Equities, LLC plans an all-cash tender offer to acquire all outstanding shares of Selectis Health, Inc. at $4.00 per share. The offer is expected to proceed under a definitive acquisition agreement between the two companies.

The tender offer has not yet commenced; formal terms will be set out in a Schedule TO with an Offer to Purchase, Letter of Transmittal, and related documents, while Selectis will respond on Schedule 14D-9. Selectis shareholders are urged to read these materials carefully when available on the SEC’s website before deciding whether to tender their shares.

The communication contains forward-looking statements about the proposed transaction and its anticipated benefits, subject to risks such as regulatory reviews, the ability to complete the deal, integration challenges, changes in healthcare real estate and long-term care markets, and retention of key personnel.

Selectis Health, Inc. completed the sale of two skilled nursing facilities in Georgia through wholly owned subsidiaries, transferring substantially all related real and personal property. The Sparta and Warrenton facilities were sold for an aggregate purchase price of $13.175 million, subject to customary prorations, holdbacks and adjustments, with $1.3 million placed in escrow that may be released to the sellers if no indemnity claims arise. The company retained rights to collect tenant amounts related to periods before closing. A substantial portion of the net proceeds was used to pay in full a facility mortgage, note obligations, a contractual obligation, transaction costs and other expenses, with the remaining balance expected to support working capital. Concurrently, operations of the facilities were transferred from the prior controlled operators to new operators affiliated with the purchasers, without additional consideration.

Selectis Health, Inc. director Kent J. Lund filed an initial ownership report listing his beneficial holdings of the company’s voting common shares. He reports direct ownership of 15,992 voting common shares and indirect beneficial ownership of 3,261 voting common shares held through his spouse’s IRA. This filing establishes his starting ownership position as of January 1, 2026.

Selectis Health, Inc. director and 10% owner Lance Baller filed a Form 4 reporting an indirect purchase of common stock. On December 18, 2025, an entity named High Speed Aggregate, Inc. acquired 6,192 shares of Selectis Health common stock at $2.20 per share, reported as an indirect beneficial holding for Baller.

After this transaction, Baller is listed as beneficially owning 161,965 shares of common stock directly. Indirectly, he is shown with 52,808 shares of common stock through High Speed Aggregate, Inc., 72,934 shares of common stock and 55,000 warrants through Ultimate Investments Corp., Inc., and 6,667 shares of common stock through Baller Family Foundation, Inc.

Selectis Health, Inc. reported that effective January 1, 2026, its Board of Directors appointed Kent J. Lund and Lance Baller as members of the Board. Lund is a seasoned business, legal, and securities professional with experience as a federal court of appeals law clerk, large-firm attorney, in-house counsel to a major multinational energy company, and senior executive and compliance officer at broker-dealers and investment advisers. He has also served on the Colorado Securities Board, the FINRA West Region Committee, and the board and audit committee of a private broadband company.

Baller, age 51, is co‑founder and non‑executive chairman of Iofina Plc and has previously served as its CFO and CEO. He has led and owned multiple private businesses across mining, equipment leasing, real estate, and professional services, and founded the Baller Family Foundation. From 2015 to 2023 he served as CEO, Interim CEO, and Director of Selectis Health, bringing prior company-specific leadership experience. His background includes hedge fund management, mergers and acquisitions advisory work, investment banking roles at UBS and Morgan Stanley, and extensive audit committee and board service for mutual funds and ETFs.

Selectis Health, Inc. reported that it entered into a Third Amended and Restated Allonge and Modification Agreement covering its 2018 11% Senior Secured Promissory Notes, with an aggregate principal of $1,775,000 outstanding. The agreement extends the Notes’ maturity to the earlier of February 28, 2026 or completion of a qualified transaction that generates enough net proceeds to repay all principal and accrued interest. Interest on the Notes will now accrue at 13% per year until paid in full.

The company also extended the expiration date of warrants previously granted to the noteholders to December 31, 2027, keeping the exercise price at $2.25 per share. Effective January 1, 2026, Kent Lund and Lance Baller will join the Board of Directors, and Selectis will pay a $9,000 solicitation fee to GVC Capital LLC in connection with this agreement.

Selectis Health, Inc. reported that two wholly owned subsidiaries entered into a definitive Purchase and Sale Agreement to sell substantially all real and personal property of two skilled nursing facilities in Georgia. The facilities, Providence of Sparta Health & Rehab in Sparta and Warrenton Health and Rehabilitation in Warrenton, are being sold to entities affiliated with Journey Propco for a total purchase price of $13,175,000, subject to customary prorations, holdbacks and adjustments.

At the same time, the operating subsidiaries signed an Operations Transfer Agreement with new operator entities affiliated with the buyers, which will govern transfer of the skilled nursing operations if the property sale closes. Both agreements are subject to completion of due diligence and other customary conditions, and the company notes there can be no assurance that these transactions will be consummated.

Selectis Health, Inc. (GBCS) reported Q3 2025 results showing healthcare revenue of $10,839,954 versus $10,016,416 a year ago, driven by higher Medicaid rates in Georgia and Oklahoma. Net income was $752,365 compared to a prior-year loss, aided by $659,923 from employee retention credits and higher other income.

For the nine months, the company recorded a net loss of $211,631 versus $1,847,498 last year, with interest expense lower on reduced debt. Liquidity remains tight: cash was $417,125 and restricted cash $806,886 as of September 30, 2025, with a working capital deficit of approximately $16.3 million. Total debt, net of discount, was $31,126,545, and the company disclosed noncompliance with two loan covenants, classifying related amounts as current. Management noted substantial doubt about continuing as a going concern and outlined plans to increase occupancy and rates, control costs, and seek capital. As of November 12, 2025, common shares outstanding were 3,067,059.