Revenue rises but Selectis Health (OTCQB: GBCS) flags going-concern risk
Selectis Health, Inc. reported a narrowed net loss for the year ended December 31, 2025 while remaining under financial strain. Total revenue rose about 6% to $41.4 million, driven by higher Medicaid rates that lifted healthcare revenue to $41.4 million, while rental revenue disappeared after prior property sales.
Operating expenses grew to $43.0 million, leaving a loss from operations of $1.6 million. After interest, credits and other income, net loss attributable to common stockholders improved to $1.1 million, or $0.34 per share, versus a $2.4 million loss in 2024.
The company owned 12 long‑term care facilities at year‑end, operating nine and leasing one, and has begun exiting Georgia through facility sales in early 2026. Debt remained high at about $31.0 million, with weighted average interest rates above 6% on fixed and above 8% on variable borrowings. Selectis ended 2025 with $1.0 million in cash, $0.8 million in restricted cash and a working capital deficit of $17.7 million, leading management to disclose substantial doubt about its ability to continue as a going concern without new capital, cost reductions or asset sales.
Positive
- None.
Negative
- Substantial going‑concern doubt and high leverage: Selectis disclosed a working capital deficit of about $17.7 million and total debt near $31.0 million, with limited cash on hand, leading management to state there is substantial doubt about the company’s ability to continue as a going concern without successful financing or asset sales.
Insights
Improving results but leverage and going‑concern risk remain significant.
Selectis Health modestly grew healthcare revenue to $41.4 million, helped by Medicaid rate increases in Georgia and Oklahoma, and cut its net loss to about $1.0 million. Expense controls in general and administrative costs and recognition of tax credits and state credits supported the improvement.
However, operations still did not cover total costs. Operating expenses of roughly $43.0 million exceeded revenue, and interest expense of $1.7 million reflects a sizeable debt load. Total debt of about $31.0 million alongside a working capital deficit of roughly $17.7 million creates refinancing and liquidity pressure.
The company ended 2025 with $1.0 million in cash and relies on credit lines and facility sales, including Georgia divestitures, to fund obligations. Management explicitly highlights substantial doubt about continuing as a going concern, so future performance will depend on executing planned capital raises, asset sales and cost reductions within the coming year.
Key Figures
Key Terms
RIDEA financial
Patient Driven Payment Model financial
CARES Act regulatory
Five Star Quality Rating System regulatory
Employee Retention Credit financial
going concern financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _________
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telephone number:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.05 par value
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐
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by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller growth company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Emerging
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The
aggregate market value of the 2,373,701 shares of voting and non-voting common equity held by non-affiliates as of June 30, 2025 was
$
The
number of shares outstanding of the registrant’s common stock as of April 13, 2026 is
SELECTIS HEALTH, INC.
TABLE OF CONTENTS
| Item No. | Form 10-K Report Page | ||
| Cautionary Note Regarding Forward-Looking Statements | 3 | ||
| PART I | |||
| Item 1 | Business | 4 | |
| Item 1A | Risk Factors | 14 | |
| Item 1B | Unresolved Staff Comments | 15 | |
| Item 1C | Cybersecurity | 15 | |
| Item 2 | Properties | 16 | |
| Item 3 | Legal Proceedings | 16 | |
| Item 4 | Mine Safety Disclosures | 16 | |
| PART II | |||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 17 | |
| Item 6 | [Reserved] | 17 | |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 24 | |
| Item 8 | Financial Statements and Supplementary Data | 24 | |
| Item 9 | Changes and Disagreements with Accountants on Accounting and Financial Disclosure | 24 | |
| Item 9A | Controls and Procedures | 24 | |
| Item 9B | Other Information | 26 | |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 26 | |
| PART III | |||
| Item 10 | Directors, Executive Officers and Corporate Governance | 26 | |
| Item 11 | Executive Compensation | 30 | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 32 | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 33 | |
| Item 14 | Principal Accounting Fees and Services | 33 | |
| PART IV | |||
| Item 15 | Exhibits and Financial Statement Schedules | 34 | |
| Signatures | 47 |
| 2 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report contains statements that plan for or anticipate the future. In this Annual Report, 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. |
Although we believe that any forward-looking statements, we make in this Annual Report 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 Annual Report, 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. |
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PART I
| ITEM 1. | BUSINESS |
Background
Selectis Health, Inc. (“Selectis” or “we” or the “Company”) owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the U.S. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner operator model.
Prior to the Company changing its name to Selectis Health, Inc., the Company was known as Global Healthcare REIT, Inc. from September 30, 2013, to May 2021. Prior to this, the Company was known as Global Casinos, Inc. Global Casinos, Inc. operated two gaming casinos which were split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West Paces Ferry Healthcare REIT, Inc. (“WPF”). WPF was merged into the Company in 2019.
In September 2021, the Company rebranded to Selectis Health, Inc., from Global Healthcare REIT, Inc. to better align with the current and future business model, which is to own and operate its facilities.
We acquire, develop, lease and manage healthcare real estate, provide financing to healthcare providers, and provide healthcare operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following healthcare operations: (i) senior housing (including independent and assisted living), and (ii) post-acute/skilled nursing. We will make investments within our healthcare operations using the following six investment means: (i) direct ownership of properties, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management, and (v) the Housing and Economic Recovery Act of 2008 (“RIDEA”), which represents investments in senior housing operations utilizing the structure permitted by RIDEA, and (vi) owning healthcare operations.
Healthcare Industry
Healthcare is the single largest industry in the U.S. based on Gross Domestic Product (“GDP”). According to the National Health Expenditures report by the Centers for Medicare and Medicaid Services (“CMS”): (i) national health expenditures are expected to grow 1.2 percentage points faster than GDP per year over the 2016 – 2025 period; (ii) the average compounded annual growth rate for national health expenditures, over the projection period of 2016 through 2027, is anticipated to be 5.6%; and (iii) health spending is projected to represent 19.9% of US GDP by 2025, up from 17.8% in 2015.
Senior citizens are the largest consumers of healthcare services. According to CMS, on a per capita basis, the 85-year and older segment of the population spends 92% more on healthcare than the 65 to 84-year-old segment and over 329% more than the population average.
In the future, the Company intends to continue to evaluate operations that will enhance our portfolio of healthcare centers.
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Real Estate Industry
The delivery of healthcare services requires real estate and, as a result, tenants and operators depend on real estate, in part, to maintain and grow their businesses.
At December 31, 2025 the Company owned 12 healthcare facilities. Initially, the Company simply owned the physical property and real estate and leased or subleased the facility to third-party operators. In 2019, the Company intentionally decided to begin moving towards operations through newly created independent operating subsidiaries. As of December 31, 2025, the Company, through wholly-owned subsidiaries, operates nine healthcare facilities.
In January 2026 the Company completed the sale of two of its facilities in Georgia for a purchase price of $13.2 million. As a result, the Company is currently operating seven healthcare facilities beginning in February 2026.
Business Strategy
As an organization, our primary goal is to increase shareholder value through profitable growth and provision of professional healthcare. Our investment strategy to achieve this goal is based on four principles: (i) quality healthcare for our residents, (ii) opportunistic investing, (iii) portfolio diversification and (iv) conservative financing.
Quality Healthcare for our Residents
Our healthcare operations are expected to bolster our revenue. The mix of our revenues, from leasing facilities to our owner operator model has shifted from rents to healthcare provision as well. Our operational teams and staff at our facilities are dedicated to maintaining the highest of standards and quality care metrics in line with, but not limited to, the CDC, ADA, CMS, and all state and local guidelines.
Opportunistic Investing
We will make investment decisions in ways expected to drive profitable growth and create shareholder value. We will perform in depth due diligence and quantitative and qualitative analyses designed to position ourselves to create and take advantage of situations to meet our goals and investment criteria.
Portfolio Diversification
We believe in maintaining a portfolio of healthcare investments diversified by operational type, geography, operator, tenant, and product. Diversification reduces the likelihood that a single event might materially harm our business and allows us to take advantage of opportunities in different markets based on individual market dynamics. While pursuing this strategy of diversification, we will monitor, but will not limit, our investments based on the percentage of our total assets that may be invested in any one property, or geographic location, or the number of properties which we may lease to a single operator or tenant. We may, amongst other things, structure transactions as master leases, require operator or tenant insurance and indemnifications, obtain credit enhancements in the form of guarantees, letters of credit or security deposits, and take other measures to mitigate risk.
Financing
We will strive to manage our debt-to-equity levels in reasonable ways and maintain multiple sources of liquidity, access to capital markets and secured debt lenders, relationships with current and prospective institutional joint venture partners, and our ability to appropriately divest of assets. Our debt obligations will be primarily fixed rate with staggered maturities, which reduces the impact of rising interest rates on our operations.
We plan to finance any potential investments based on our evaluation of available sources of funding. For short-term purposes, we may arrange for short-term borrowings from banks or other sources or arrange appropriately for the sale of some of our operating facilities. We may also arrange for longer-term financing through offerings of equity and debt securities and/or, placement of mortgage debt and capital from institutional lenders and equity investors.
Competition
Investing in real estate serving the healthcare industry is highly competitive. We will face competition from REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some of which/whom may have greater resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives. Our ability to compete may also be impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation, and population trends.
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Income from our facilities is dependent on the ability of our operations to compete with other healthcare companies on a number of different levels, including: the quality of care provided, reputation, the physical appearance of a facility, price and range of services offered, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, the size and demographics of the population in surrounding areas, and the financial condition of our tenants and operators. Private, federal, and state payment programs as well as the effect of laws and regulations may also have a significant influence on the profitability of our facilities.
Healthcare Operations
Post-acute/skilled nursing. Skilled Nursing Facilities (“SNF”) offer restorative, rehabilitative and custodial nursing care for people not requiring the more extensive and sophisticated treatment available at hospitals. Ancillary revenues and revenues from post-acute care services are derived from providing services to residents beyond room and board and include inter-alia occupational, physical, speech, respiratory and intravenous therapy, wound care, oncology treatment, brain injury care and orthopedic therapy as well as sales of pharmaceutical products and other services. Certain SNFs provide some of the foregoing services on an out-patient basis.
Post-acute/skilled nursing services provided by our operations in these facilities will be primarily paid for either by private sources or through the Medicare and Medicaid programs.
Independent Living Facilities (“ILFs”). ILFs are designed to meet the needs of seniors who choose to live in an environment surrounded by their peers with services such as housekeeping, meals and activities. These residents generally do not need assistance with activities of daily living (“ADL”), such as bathing, eating, and dressing. However, residents may have the option to contract for these services.
Senior Housing. Senior housing facilities include assisted living facilities (“ALFs”), independent living facilities (“ILFs”) and continuing care retirement communities (“CCRCs”), which cater to different segments of the elderly population based upon their needs. Services provided by our operations in these facilities are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicaid and Medicare. Senior housing property types are further described below.
Assisted Living Facilities. ALFs are licensed care facilities that provide personal care services, support, and housing for those who need help with activities of daily living yet require limited medical care. The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents with Alzheimer’s disease or other forms of dementia. Levels of personal assistance are based in part on local regulations.
Continuing Care Retirement Communities (“CCRCs”). CCRCs provide housing and health-related services under long-term contracts. This alternative is appealing to residents as it eliminates the need for relocating when health and medical needs change, thus allowing residents to “age in place.” Some CCRCs require a substantial entry or buy-in fee and most also charge monthly maintenance fees in exchange for a living unit, meals, and some health services. CCRCs typically require the individual to be in relatively good health and independent upon entry.
Investments
Direct Ownership. We plan to primarily generate revenue by purchasing properties and operating the facilities internally. Most of our revenue will be received from government agencies, hospice companies, managed care contracts and private pay receipts that will provide for a substantial recovery of operating expenses including but not limited to staffing, supplies, bed taxes, real estate taxes, repairs and maintenance, utilities, and insurance. For existing properties with leases in place, our rents typically will be received from leases under triple net leases.
Operating Properties. We may enter contracts with healthcare operators to manage communities that are placed in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as “RIDEA”). Additionally, as an owner operator, our local teams work to create alignment with our internal health care providers to scale operating efficiencies, and/or ancillary services intended to drive profitable growth.
Our ability to grow income from our properties depends, in part, on our ability to (i) increase revenue and other earned income by increasing occupancy levels and improving rates, (ii) manage bad debt and (iii) control operating expenses. For properties under lease, most of our leases will include contractual annual base rent escalation clauses that are either predetermined fixed increases and/or are a function of an inflation index.
Debt Investments. Our mezzanine loans will typically be secured by a pledge of ownership interests of an entity or entities, which directly or indirectly own properties, and are subordinate to more senior debt, including mortgages and more senior mezzanine loans. Such mortgages and construction financing will typically be issued by federal, state, and/or local banks and will generally be secured by healthcare real estate.
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Developments and Redevelopments. We will typically commit to development projects that are at least 50% pre-leased or when we believe that market conditions will support more speculative construction. We will work closely with our local real estate service providers, including brokerage, property management, project management and construction management companies to assist us in evaluating development proposals and completing developments that we choose to undertake. Our development and redevelopment investments will likely be in the life science and medical office segments. Redevelopments are properties that require significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to achieve property stabilization or to change the primary use of the properties.
Recent Financings
2021 Senior Secured Note Extension
On January 17, 2020, the Board of Directors agreed to increase the total offering amount and extend the period of its 2018 Offering of 11% Senior Secured Notes. The total amount of the Offering was increased to $2,500,000. Effective February 5, 2020, and March 3, 2020, the Company completed the sale of $60,000 and $100,000, respectively, of Units in the Offering. The sale of $100,000 Units on March 3, 2020, was to a related party. Effective October 31, 2020, the Company completed the exchange of $150,000 of Units in the Offering for matured Senior Unsecured Notes. No fees or commissions were paid on the sale of the Units. The proceeds were used for general working capital.
In July 2023, the Company renegotiated the Senior Secured Notes, originally issued in 2018. The new terms were for 11% annual interest through December 31, 2024. The warrants issued and associated with these notes were extended through the same date.
Effective December 31, 2024, the Company again renegotiated the Senior Secured Notes. The new terms are for 13% interest through December 31, 2025, with certain events triggering earlier redemption. The 177,500 previously issued warrants were also extended through December 31, 2025 and the exercise price reduced to $2.25 per share.
Effective December 31, 2025, the Company entered into a Third Amended and Restated Allonge and Modification Agreement (the “Third Allonge”) with the holders of more than a majority in interest in the Company’s 2018 11% Senior Secured Promissory Notes (the “Notes”). There were an aggregate of $1,775,000 in principal amount of Notes outstanding. The Maturity Date of the Notes was extended to the earlier of (i) February 28, 2026 or (ii) the consummation by the Company of a Qualified Transaction which would result in the Company realizing net proceeds, after deducting transaction expenses and retirement of mortgage debt, sufficient to enable the Company to retire all outstanding Notes, principal and accrued interest. The Maturity Date could be extended under certain circumstances. Interest on the Notes will accrue at the rate of 13% per annum until paid in full. The expiration date of the Warrants previously granted to the Noteholders was extended to December 31, 2027. The exercise price of the Warrants will continue to be $2.25 per share. Based on various discussions and negotiations between the Company and the Note holders, the Notes were repaid in full in January 2026.
Lines of Credits
On April 12, 2024, the Company entered into a Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit in the principal amount limit of $750,000 at a fixed interest rate of 8.50% per annum with a Maturity Date of April 12, 2025. In August 2025, the Commercial Line of Credit was converted into a Promissory Note and extended to December 12, 2030 with an interest rate of 7.25%. The Company repaid the balance outstanding on the Promissory Note in January 2026.
In November 2024, the Company entered into another Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit in the principal amount limit of $750,000 at a fixed interest rate of 7.75% per annum with a Maturity Date of November 14, 2025. In November 2025 the Company and Southern Bank agreed to extend the maturity date of the Commercial Line of Credit to December 14, 2026. The interest rate of the on the Commercial Line of Credit as of December 31, 2025 was 7.75%.
As of December 31, 2025, the balance outstanding on the Commercial Line of Credits is $325,192 and the amount available is approximately $425,000.
Government Regulations, Licensing and Enforcement
Overview
Our operations, and tenants will typically be subject to extensive and complex federal, state and local healthcare laws, rules and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations are wide-ranging and can subject our operations to civil, criminal, and administrative sanctions. Affected operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties will be subject to oversight from several government agencies and the laws may vary from one jurisdiction to another. Changes in laws and regulations reimbursement enforcement activity and regulatory non-compliance by our operations can all have a significant effect on the financial condition of the property, which in turn may adversely impact us.
We will seek to mitigate the risk to us resulting from the significant healthcare regulatory risks faced by our operations and tenants by diversifying our portfolio among property types and geographical areas, diversifying our tenant and operations base to limit our exposure to any single entity, and seeking operations that are not largely dependent on Medicaid reimbursement for their revenues. In addition, we work to ensure in each instance that our operations have obtained all necessary licenses and permits before beginning (and maintaining) operations and require that those operators covenant that they will comply with all applicable laws and regulations in connection with the facility operations.
The following is a discussion of certain laws and regulations generally applicable to our operations and tenants.
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Fraud and Abuse Enforcement
There are various extremely complex federal and state laws, rules and regulations governing healthcare providers’ relationships and arrangements and prohibiting fraudulent and abusive practices by such healthcare providers. These laws include (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid and/or other federal or state healthcare programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, (iii) federal and state physician self-referral laws (commonly referred to as the “Stark Law”), which generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship, (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”), which provide for the privacy and security of personal health information. Violations of healthcare fraud and abuse laws carry civil, criminal, and administrative sanctions, including, potentially punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. These laws are enforced by a variety of federal, state, and local agencies and can in some instances also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions. Many of our operations are subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if there is lack of compliance with applicable laws.
Healthcare Licensure and Certificate of Need
Certain healthcare facilities in our portfolio are or will be subject to extensive federal, state, and local licensure, certification and inspection laws and regulations. In addition, various licenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive materials, and operate certain equipment. Many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion, and closure of certain healthcare facilities. The approval process related to state certificate of need laws may impact some of our ability to expand or operate effectively.
Americans with Disabilities Act (the “ADA”)
Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are “public accommodations” as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. To date, we have not received any notices of noncompliance with the ADA that have caused us to incur substantial capital expenditures to address ADA concerns. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and will make necessary modifications as appropriate in this respect.
Environmental Matters
A wide variety of federal, state, and local environmental and occupational health and safety laws, rules and regulations affect healthcare facility operations. These complex federal and state statutes, and their enforcement, involve a myriad of laws, rules and regulations, many of which may involve strict liability on the part of the potential offender. Some of these federal and state laws, rules and regulations may directly impact us. Under various federal, state, and local environmental laws, ordinances, rules and regulations, an owner of real property or a secured lender, such as us if applicable, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner’s or secured lender’s liability therefore could exceed or impair the value of the property, and/or the assets of the owner or secured lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral any or all of which, in turn, could reduce our revenues.
Taxation
Federal Income Tax Considerations
The following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and foreign corporations and persons who are not citizens or residents of the United States).
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This summary does not discuss all the aspects of U.S. federal income taxation that may be relevant to you considering your particular investment or other circumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other tax consequences. This summary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning, and disposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the U.S. federal, state, local, foreign, and other tax consequences of acquiring, owning, and selling our securities.
On March 31, 2010, the President signed into law the Health Care and Education Reconciliation Act of 2010, which requires U.S. stockholders who meet certain requirements and are individuals, estates, or certain trusts to pay an additional 3.8% tax on, among other things, dividends on and capital gains from the sale or other disposition of stock for taxable years beginning after December 31, 2012. U.S. stockholders should consult with their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of shares of our stock.
Pursuant to the One Big Beautiful Bill Act (OBBBA) enacted in 2025, the limitation on the deductibility of business interest expense under Internal Revenue Code Section 163(j) was modified. Specifically, the calculation of Adjusted Taxable Income (ATI) now permanently includes the add-back of depreciation, amortization, and depletion (the ‘EBITDA’ metric). This legislative change has significantly increased our interest expense deduction threshold, thereby reducing our disallowed interest expense and the associated carryforward balances as of December 31, 2025.
Health Care Regulatory Climate
Government Regulation and Reimbursement
The U.S. healthcare industry is heavily regulated. Our operations are subject to extensive and complex federal, state and local healthcare laws, rules and regulations. These laws, rules and regulations are subject to frequent and substantial amendments and changes resulting from the adoption of new legislation, rules and regulations, and administrative and judicial interpretations of existing law. The ultimate timing or effect of these changes, which may be applied retroactively, cannot be predicted. Changes in laws, rules and regulations impacting our operations, in addition to non-compliance by our operations, can have a significant effect on the operations and financial condition of our operations, which in turn may adversely impact us. There is the potential that we may be subject directly to healthcare laws, rules and regulations because of the broad nature of some of these regulations, such as the Anti-kickback Statute and False Claims Act, among others.
Any permanent or temporary changes to regulations and reimbursement, as well as emergency legislation, including the CARES Act enacted on March 27, 2020, [related to the coronavirus outbreak] and discussed below, continue to have a significant impact on our operations and financial condition. The extent that the regulations’ effect on the Company’s operational and financial performance may depend on future developments, including the sufficiency and timeliness of additional governmental relief, the duration, spread and intensity of a defined outbreak, the impact of genetic mutations of the virus into new variants, the impact of vaccine distributions and booster doses on our operations and their populations, the impact of vaccine mandates on staffing shortages at our operations, as well as the difference in how any pandemic may impact SNFs in contrast to ALFs, all of which developments and impacts are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business; however, the adverse impact on our business, results of operations, financial condition and cash flows could be material.
A significant portion of our revenue (payor mix) is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid. As federal and state governments continue to focus on healthcare reform initiatives, efforts to reduce costs by government payors will likely continue. Any limits on the scope of services reimbursed and/or reductions of reimbursement rates could therefore have a material adverse effect on our results of operations and financial condition. Additionally, new and evolving payor and provider programs that are tied to quality and efficiency could adversely impact our liquidity, financial condition or results of operations, and there can be no assurance that payments under any of these government healthcare programs are currently, or will be in the future, sufficient to fully reimburse us for our operating and capital expenses. In addition to quality and value based reimbursement reforms, the U.S. Centers for Medicare and Medicaid Services (“CMS”) has implemented a number of initiatives focused on the reporting of certain facility specific quality of care indicators that could affect our operations and financial results, including publicly released quality ratings for all of the nursing homes that participate in Medicare or Medicaid under the CMS “Five Star Quality Rating System.” Facility rankings, ranging from five stars (“much above average”) to one star (“much below average”) are updated on a monthly basis. SNFs are required to provide information for the CMS Nursing Home Compare website regarding staffing and quality measures. These rating changes have impacted referrals to SNFs, and it is possible that changes to this system or other ranking systems could lead to future reimbursement policies that reward or penalize facilities on the basis of the reported quality of care parameters.
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The following is a discussion of certain U.S. laws and regulations generally applicable to our operations.
In further response to the pandemic, the CARES Act authorized approximately $178 billion to be distributed through the Provider Relief Fund to reimburse eligible healthcare providers for healthcare related expenses or lost revenues that were attributable to coronavirus. Funds have been allocated since 2020 in targeted and general distributions, the latter over four phases. In September 2021, HHS announced the release of $25.5 billion in phase four provider funding, including $17 billion of the $178 billion previously authorized through the CARES Act and $8.5 billion for rural providers, including those with Medicaid and Medicare patients, through the American Rescue Plan Act, with payments that began in December 2021. The Provider Relief Fund is administered under the broad authority and discretion of HHS and recipients are not required to repay distributions received to the extent they are used in compliance with applicable requirements. HHS continues to evaluate and provide allocations of, and issue regulation and guidance regarding, grants made under the CARES Act. We do not expect our operations to receive additional funding from HHS.
The CARES Act and related legislation also made other forms of financial assistance available to healthcare providers, which have the potential to impact our operators to varying degrees. This assistance includes Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made available accelerated payments of Medicare funds in order to increase cash flow to healthcare providers. These payments are loans that healthcare providers were scheduled to repay beginning one year from the issuance date of each healthcare provider’s or supplier’s accelerated or advance payment, with repayment made through automatic recoupment of 25% of Medicare payments otherwise owed to the healthcare provider or supplier for eleven months, followed by an increase to 50% for another six months, after which any outstanding balance would be repaid subject to an interest rate of 4%. We believe these repayments commenced for many of our healthcare providers in April 2021 and have adversely impacted operating cash flows of these healthcare providers.
The Budget Control Act of 2011 established a Medicare Sequestration of 2%, which is an automatic reduction of certain federal spending as a budget enforcement tool. Originally, the sequester was supposed to be in effect from FY 2013 to FY 2021. However, most recently, the Infrastructure Investment and Jobs Act extended the sequester through FY 2031. Additional legislation, including the CARES Act and the Protecting Medicare and American Farmers Act, suspended the application of the sequester to Medicare from May 1, 2020 through March 31, 2022. It also limited Medicare reductions to 1% from April 1, 2022 through June 30, 2022. The full 2% Medicare sequestration went into effect as of July 1, 2022. The sequestration is currently extended through fiscal year 2031 and gradually increases to 4% from 2030 through 2031.
Quality of Care Initiatives and Additional Requirements In August 2021, CMS announced it was developing an emergency regulation requiring staff vaccinations within the nation’s more than 15,000 Medicare and Medicaid-participating nursing homes, and in September 2021, CMS further announced that the scope of the regulation would be expanded to include workers in hospitals, dialysis facilities, ambulatory surgical settings, and home health agencies. In addition, recent updates to the Nursing Home Care website and the Five Star Quality Rating System include revisions to the inspection process, adjustment of staffing rating thresholds, the implementation of new quality measures and the inclusion of a staff turnover percentage (over a 12-month period). Although the American Rescue Plan Act did not allocate specific funds directly to SNF or ALF providers, certain funds were allocated to states who that distributed a portion of these funds to SNF and ALF providers. In addition, the American Rescue Plan Act allocated funds to quality improvement organizations to provide infection control and vaccination uptake support to SNFs and to the CDC for staffing, training and deployment of state-based nursing home and long-term care “strike teams” to assist facilities with known or suspected deficiencies. Additionally, the Biden Administration announced a focus on implementing minimum staffing requirements and increased inspections as part of the nursing home reforms announced in the 2022 State of the Union Address, and in July 2022, CMS announced it was evaluating a proposed federal staffing mandate for SNFs. It is uncertain whether such a mandate will be implemented and, if it is, whether it will be accompanied by additional funding to offset any increased staffing requirements for our operations; an unfunded mandate to increase staff in SNFs may have a material and adverse impact on the financial condition of our operations.
In March 2021, the Oversight Subcommittee of the House Ways and Means Committee held a hearing on examining the impact of private equity in the U.S. healthcare system, including the impact on quality of care provided within the skilled nursing industry. The Biden Administration additionally announced in March 2022 a focus on reviewing private equity investment specifically in the skilled nursing sector. These initiatives, as well as additional calls for government review of the role of private equity in the U.S. healthcare industry, could result in additional requirements and/or impacts on our operations.
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Reimbursement Generally:
Medicaid. Most of our SNF operations derive a substantial portion of their revenue from state Medicaid programs. Whether and to what extent the level of Medicaid reimbursement covers the actual cost to care for a Medicaid eligible resident varies by state. While periodic rate setting occurs and, in most cases, has an inflationary component, the state rate setting process has not always keep pace with inflation or, even if it does, there is a risk that is may still not be sufficient to cover all or a substantial portion of the cost to care for Medicaid eligible residents. Additionally, rate setting is also subject to changes based on state budgetary constraints and political factors, both of which could result in decreased or insufficient reimbursement to the industry even in an environment where costs are rising. Since our profit margins on Medicaid patients in our facilities are generally relatively low, more than modest reductions in Medicaid reimbursement or an increase in the percentage of Medicaid patients has in the past, and may in the future, adversely affect our results of operations and financial condition, which in turn could adversely impact us.
The CARES Act and American Rescue Plan Act contained several provisions designed to increase coverage, expand benefits, and adjust federal financing for state Medicaid programs. While the CARES Act provided for a 6.2% FMAP add-on to the Medicaid program during the PHE, only certain states passed any of that specifically on to SNF operators either via an enhanced rate or lump sum payments. Additionally, the American Rescue Plan Act provided for a 10% FMAP add-on for state home and community-based service expenditures from April 1, 2021 through March 31, 2022 in an effort to assist seniors and people with disabilities to receive services safely in the community rather than in nursing homes and other congregate care settings. Both programs came with conditions that states had to meet to eligible for the FMAP add-on. There may be future initiatives proposed to allocate funding available for reimbursement away from SNFs in favor of home health agencies and community-based care.
The risks of insufficient Medicaid reimbursement rates along with possible initiatives to push residents historically cared for in SNFs to alternative settings may impact us more acutely in states where we have a larger presence. We continue to monitor rate adjustment activity in other states in which we have a meaningful presence, and it is too early to assess whether rates will generally keep pace with increased operator costs.
Medicare. On July 29, 2022, CMS issued a final rule regarding the government fiscal year 2023 Medicare payment rates and quality payment programs for SNFs, with aggregate Medicare Part A payments projected to increase by $904 million, or 2.7%, for fiscal year 2023 compared to fiscal year 2022. This estimated reimbursement increase is attributable to a 3.9% market basket increase factor plus a 1.5 percentage point market basket forecast error adjustment and less than a 0.3 percentage point productivity adjustment, as well as a $780 million decrease in the SNF prospective payment system rates as a result of the recalibrated parity adjustment described below, which is being phased in over two years. The annual update is reduced by two percentage points for SNFs that fail to submit required quality data to CMS under the SNF Quality Reporting Program. CMS has indicated that these impact figures did not incorporate the SNF Value-Based Program reductions that are estimated to be $186 million in fiscal year 2023. While Medicare reimbursement rate setting, which takes effect annually each October, has historically included forecasted inflationary adjustments, the degree to which those forecasts accurately reflect current inflation rates remains uncertain. Additionally, it remains uncertain whether these adjustments will ultimately be offset by non-inflationary factors, including any adjustments related to the impact of various payment models, such as those described below.
Payments to healthcare providers continue to be increasingly tied to quality and efficiency. The Patient Driven Payment Model (“PDPM”), which was designed by CMS to improve the incentives to treat the needs of the whole patient, became effective October 1, 2019. CMS has stated that it intended PDPM to be revenue-neutral to operators, with future Medicare reimbursement reductions possible if that was not the case. In April 2022, CMS issued a proposal for comment, which included an adjustment to obtain that revenue neutrality as early as the 2023 rate setting period. After considering the feedback received in the rulemaking cycle, CMS finalized recalibration of the PDPM parity adjustment factor of 4.6% with a two-year phase-in period that would reduce SNF spending by 2.3%, or approximately $780 million, in each of fiscal years 2023 and 2024. Prior to COVID-19, we believed that certain of our operations could realize efficiencies and cost savings from increased concurrent and group therapy under PDPM and some had reported early positive results. Given the ongoing impacts of COVID-19, many operators are and may continue to be restricted from pursuing concurrent and group therapy and unable to realize these benefits. Additionally, our operations continue to adapt to the reimbursement changes and other payment reforms resulting from the value-based purchasing programs applicable to SNFs under the 2014 Protecting Access to Medicare Act. These reimbursement changes have had and may, together with any further reimbursement changes to PDPM or value-based purchasing models, in the future have an adverse effect on the operations and financial condition of some operators and could adversely impact the ability of operators to meet their obligations to us.
On May 27, 2020, CMS added physical therapy, occupational therapy and speech-language pathology to the list of approved telehealth Providers for the Medicare Part B programs provided by a SNF as a part of the COVID-19 1135 waiver provisions. The COVID-19 1135 waiver provisions also allow for the facility to bill an originating site fee to CMS for telehealth services provided to Medicare Part B beneficiary residents of the facility when the services are provided by a physician from an alternate location, effective March 6, 2020 through May 11, 2023, the scheduled end of the public health emergency.
Other Regulation:
Office of the Inspector General Activities. The Office of Inspector General (“OIG”) of HHS has provided long-standing guidance for SNFs regarding compliance with federal fraud and abuse laws. More recently, the OIG has conducted increased oversight activities and issued additional guidance regarding its findings related to identified problems with the quality of care and the reporting and investigation of potential abuse or neglect at group homes, nursing homes and SNFs. The OIG has additionally reviewed the staffing levels reported by SNFs as part of its August 2018 and February 2019 Work Plan updates and included a review of involuntary transfers and discharges from nursing homes in the June 2019 Work Plan updates. In August 2020, the OIG released its findings regarding its review of staffing levels in SNFs from 2018. The OIG recommended that CMS enhance efforts to ensure nursing homes meet daily staffing requirements and explore ways to provide consumers with additional information on nursing homes’ daily staffing levels and variability. The OIG indicated that while the review was initiated before the COVID-19 pandemic emerged, the pandemic reinforces the importance of sufficient staffing for nursing homes, as inadequate staffing can make it more difficult for nursing homes to respond to infectious disease outbreaks like COVID-19. It is unknown what impact, if any, enhanced scrutiny of staffing levels by OIG and CMS will have on our operations.
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Department of Justice and Other Enforcement Actions. SNFs are under intense scrutiny for ensuring the quality of care being rendered to residents and appropriate billing practices conducted by the facility. The Department of Justice (“DOJ”) has historically used the False Claims Act to civilly pursue nursing homes that bill the federal government for services not rendered or care that is grossly substandard. For example, California prosecutors announced in March 2021 an investigation into a skilled nursing provider that is affiliated with one of our operators, alleging the chain manipulated the submission of staffing level data in order to improve its Five Star rating. In 2020, the DOJ launched a National Nursing Home Initiative to coordinate and enhance civil and criminal enforcement actions against nursing homes with grossly substandard deficiencies. Such enforcement activities are unpredictable and may develop over lengthy periods of time. An adverse resolution of any of these enforcement activities or investigations incurred by our operators may involve injunctive relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on their reputation, business, results of operations and cash flows.
Medicare and Medicaid Program Audits. Governmental agencies and their agents, such as the Medicare Administrative Contractors, fiscal intermediaries and carriers, as well as the OIG, CMS and state Medicaid programs, conduct audits of our operators’ billing practices from time to time. CMS contracts with Recovery Audit Contractors on a contingency basis to conduct post-payment reviews to detect and correct improper payments in the fee-for-service Medicare program, to managed Medicare plans and in the Medicaid program. Regional Recovery Audit Contractor program auditors along with the OIG and DOJ are expected to continue their efforts to evaluate SNF Medicare claims for any excessive therapy charges. CMS also employs Medicaid Integrity Contractors to perform post-payment audits of Medicaid claims and identify overpayments. In addition, the state Medicaid agencies and other contractors have increased their review activities. To the extent any of our operators are found out of compliance with any of these laws, regulations or programs, their financial position and results of operations can be adversely impacted, which in turn could adversely impact us.
Fraud and Abuse. There are various federal and state civil and criminal laws, rules and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts.
These laws include: (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid Anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, such as services provided in a SNF; (iii) federal and state physician self-referral laws (commonly referred to as the Stark Law), which generally prohibit referrals by physicians to entities for designated health services (some of which are provided in SNFs) with which the physician or an immediate family member has a financial relationship; (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information.
Violations of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. Additionally, there are criminal provisions that prohibit filing false claims or making false statements to receive payment or certification under Medicare and Medicaid, as well as failing to refund overpayments or improper payments. Violation of the Anti-kickback statute or Stark Law may form the basis for a federal False Claims Act violation. These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or whistleblower actions, which have become more frequent in recent years.
Privacy:
We and our operators are subject to various federal, state and local laws and regulations designed to protect the confidentiality and security of patient health information, including the federal Health Insurance Portability and Accountability Act of 1996, as amended, the Health Information Technology for Economic and Clinical Health Act (“HITECH”), HIPAA. The HITECH Act expanded the scope of these provisions by mandating individual notification in instances of breaches of protected health information, providing enhanced penalties for HIPAA violations, and granting enforcement authority to states’ Attorneys General in addition to the HHS Office for Civil Rights (“OCR”). Additionally, in a final rule issued in January 2013, HHS modified the standard for determining whether a breach has occurred by creating a presumption that any non-permitted acquisition, access, use or disclosure of protected health information is a breach unless the covered entity or business associate can demonstrate through a risk assessment that there is a low probability that the information has been compromised.
Various states have similar laws and regulations that govern the maintenance and safeguarding of patient records, charts and other information generated in connection with the provision of professional medical services. These laws and regulations require our operators to expend the requisite resources to secure protected health information, including the funding of costs associated with technology upgrades. Operators found in violation of HIPAA or any other privacy law or regulation may face significant monetary penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business.
Licensing and Certification. Our operators and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them. In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators’ abilities to expand or change their businesses.
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Other Laws and Regulations. Additional federal, state and local laws, rules and regulations affect how we conduct our operations, including laws and regulations protecting consumers against deceptive practices and otherwise generally affecting our operators’ management of their property and equipment and the conduct of their operations (including laws and regulations involving fire, health and safety; the Americans with Disabilities Act (the “ADA”), which imposes certain requirements to make facilities accessible to persons with disabilities, the costs for which we may be directly or indirectly responsible; the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively referred to as the “Healthcare Reform Law”), which amended requirements for staff training, discharge planning, infection prevention and control programs, and pharmacy services, among others; staffing; quality of services, including care and food service; residents’ rights, including abuse and neglect laws; and health standards, including those set by the federal Occupational Safety and Health Administration (in the U.S.). It is anticipated that our operators will continue to face additional federal and state regulatory requirements related to the operation of their facilities in response to the COVID-19 pandemic. These requirements may continue to evolve and develop over lengthy periods of time.
General and Professional Liability. Although arbitration agreements have generally been effective in limiting general and professional liabilities for SNF and long-term care providers, there have been numerous lawsuits in recent years challenging the validity of arbitration agreements in long-term care settings. On July 16, 2019, CMS issued a final rule lifting the prohibition on pre-dispute arbitration agreements offered to residents at the time of admission provided that certain requirements are met. The rule prohibits providers from requiring residents to sign binding arbitration agreements as a condition for receiving care and requires that the agreements specifically grant residents the explicit right to rescind the agreement within thirty calendar days of signing. A number of professional liability and employment related claims have been filed or are threatened to be filed against long-term care providers related to COVID-19. While such claims may be subject to liability protection provisions within various state executive orders or legislation and/or federal legislation, an adverse resolution of any of legal proceeding or investigations against our operators may involve injunctive relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on our operators’ reputation, business, results of operations and cash flows.
Environmental, Social and Governance (“ESG”)
We reasonably prioritize environmental, social and governance initiatives that matter to our business and shareholders. Our Nominating and Corporate Governance Committee of our Board of Directors has been charged with primary oversight of our sustainability efforts.
As a triple-net landlord at two of our facilities, our third-party operators maintain operational control and responsibility for our real estate on a day-to-day basis. While our ability to mandate environmental changes to their operations is limited, our tenants are contractually bound to preserve and maintain our properties in good working order and condition. In connection with this, they are required to meet or exceed annual expenditure thresholds on capital improvements and enhancements of our properties, which in some cases may facilitate improvements in the environmental performance of our properties and reduces energy usage, water usage, and direct and indirect greenhouse gas emissions. The goal is to incentivize operators to invest in sustainable capital projects that provide a favorable return on investment while reducing the environmental footprint of these operations. Our due diligence on real estate acquisitions generally includes environmental assessments as part of our analysis to understand the environmental condition of the property, and to determine whether the property meets certain environmental standards. Similarly, during the due diligence process, we seek to evaluate the risk of physical, natural disaster or extreme weather patterns on the properties we are looking to acquire and to assess their compliance with building codes, which often results in remediations that incorporate sustainable improvements into our properties.
We are committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of the communities in which our employees live and work. See also “Human Capital Management” immediately below.
Human Capital Management
Our business and operating success is based on the focused passion and dedication of our people. We believe our employees’ commitment to our Company provides better service to our tenants and stakeholders, supports an inclusive and collegial working environment and generates long-term value for our shareholders and the communities which we serve. As of March 20, 2025 we had 531 employees including the executive officers listed below, none of whom is subject to a collective bargaining agreement. Due to the size and nature of our business, our future performance depends to a significant degree upon the continued contributions of our executive management team and other key employees. As such, the ability to attract, develop and retain qualified personnel will continue to be important to the Company’s ongoing and long-term success.
We are committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of the communities in which our employees live and work. Our full-time employees are provided a competitive benefits program, the opportunity to participate in our employee stock purchase program, bonus and incentive pay opportunities, competitive paid time-off benefits and paid parental leave, wellness programs, continuing education and development opportunities, and periodic engagement surveys. In addition, we believe that giving back to our community is an extension of our mission to improve the lives of our stockholders, our employees, and their families.
EMPLOYEES
As of December 31, 2025, the Company and its subsidiaries had 476 employees. The Company also engages the services of consultants from time to time, some of which may be provided by affiliates of the Company at no cost.
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| ITEM 1A. | RISK FACTORS |
The company is subject to several risks, including, but not limited to, those discussed below:
| ● | Risks Related to Revenue: The revenues from our operations and from our tenants are dependent on occupancy. All facilities must maintain a minimum viable resident count to ensure costs do not exceed revenues. In addition to the impact of increases in mortality rates on occupancy of our operating facilities, from visiting our facilities and limited the ability of new occupants to move into our facilities due to heightened move-in criteria and screening. Although the ongoing impact of the pandemic on occupancy remains uncertain, occupancy of our operating and triple-net properties could further decrease. Such a decrease could affect the net operating income of our operating properties and the ability of our triple-net operators to make contractual payments to us. |
| ● | Risks Related to Operator and Tenant Financial Condition: In addition to the risk of decreased revenue from tenant and operator payments, decreased occupancy creates a heightened risk of tenant and operator, bankruptcy, or insolvency due to factors such as decreased occupancy, medical practice disruptions resulting from stay-at-home orders, increased health and safety and labor expenses. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some past instances, we have terminated our lease with a tenant and relet the property to another tenant; however, our ability to do so may be severely limited under current conditions due to the industry and macroeconomic effects of the COVID-19 pandemic. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator’s financial condition and insolvency proceedings, may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash flow may be adversely affected. |
| ● | Risks Related to Operations: Across all of our properties, our operations and our tenants have incurred increased operational costs as a result of the introduction of public health measures and other regulations affecting our properties and our operations, as well additional health and safety measures adopted by us related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure PPE and supplies. Such operational costs may increase in the future based on the duration and severity of the pandemic or the introduction of additional public health regulations. Operators and tenants are also subject to risks arising from the unique pressures on seniors housing and medical practice employees. As a result of difficult Employee morale and productivity may suffer and additional pay, such as hazard pay, may not be sufficient to retain key operator and tenant employees. In addition, our operations may be adversely impacted if a significant number of our employees’ get ill. Although we continue to undertake extensive efforts to ensure the safety of our properties, employees, and residents and to provide operator support in this regard, the impact of the illness on our facilities could result in additional operational costs and reputational and litigation risk to us. As a result of the pandemic, operator and tenant cost of insurance is expected to increase and such insurance may not cover certain claims. Our exposure to litigation risk may be increased if the operators or tenants of the relevant facilities are subject to bankruptcy or insolvency. In addition, we are facing increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures and restrictions on the movement of people. |
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| ● | Risks Related to Property Acquisitions and Dispositions: Our investments in and acquisitions of senior housing and health care properties, as well as our ability to transition or sell properties with profitable results, may be limited. We have a significant development portfolio and have not experienced significant delays or disruptions but may in the future. Such disruptions to acquisition, disposition and development activity may negatively impact our long-term competitive position. |
| ● | Risks Related to Liquidity: Public health measures implemented by governments worldwide has had severe global macroeconomic impacts and has resulted in significant financial market volatility. An extended period of volatility or a downturn in the financial markets could result in increased cost of capital. If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could be adversely impacted. In addition, a prolonged period of decreased revenue and limited acquisition and disposition activity operations could adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not face credit rating downgrades. Future downgrades could adversely affect our cost of capital, liquidity, competitive position, and access to capital markets. |
The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
| ITEM 1C. | CYBERSECURITY |
As of December 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.
Risk Management and Strategy
As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:
| ● | Governance: Company management monitors for and oversees cybersecurity risk mitigation and reports to the Board of Directors any cybersecurity incidents. | |
| ● | Collaborative
Approach: | |
| ● | Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. |
Third
parties also play a role in our cybersecurity. From time to time engage
While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
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| ITEM 2. | PROPERTIES |
As of December 31, 2025, we owned twelve (12) long-term care facilities including a campus of three buildings in Tulsa, OK. The following table provides summary information regarding these facilities at December 31, 2025:
| Total Square Feet | # of Beds | |||||||||||||||||||||||||||
| State | Properties | Operations | Leased Operations | Operating Square Feet | Leased Square Feet | Operating Beds | Leased Beds | |||||||||||||||||||||
| Arkansas | 1 | - | 1 | - | 40,737 | - | 141 | |||||||||||||||||||||
| Georgia (1) | 4 | 4 | - | 78,197 | - | 382 | - | |||||||||||||||||||||
| Ohio | 1 | - | - | 27,500 | - | 99 | - | |||||||||||||||||||||
| Oklahoma | 6 | 5 | - | 162,976 | - | 412 | - | |||||||||||||||||||||
| Total | 12 | 9 | 1 | 268,673 | 40,737 | 893 | 141 | |||||||||||||||||||||
| (1) | As a result of the sale of Goodwill Hunting LLC on June 18, 2024 the Company had no more operating leases recorded on its consolidated balance sheet. |
Effective December 5, 2025, the Company executed two Purchase and Sale Agreements, and corresponding Operations Transfer Agreements, pursuant to which the Company agreed to sell to an unrelated third party, two (2) of the Company’s skilled nursing facilities in the State of Georgia: Warrenton and Sparta. If consummated, the PSA’s would result in the Company having two (2) remaining facilities in the State of Georgia. The Company closed on this transaction in January 2026.
Effective March 5, 2026, the Company executed two Purchase and Sale Agreements, and corresponding Operations Transfer Agreements, pursuant to which the Company agreed to sell to an unrelated third party, the Company’s remaining two (2) skilled nursing facilities in the State of Georgia: Abbeville and Dodge. If this transaction closes the Company would no longer own any healthcare facilities in the State of Georgia. The closing is estimated to occur on or around June 1, 2026, subject to numerous conditions, including, without limitation, satisfactory completion of due diligence and other conditions customary in transactions of this nature. There can be no assurance that this sale transaction will close.
| ITEM 3. | LEGAL PROCEEDINGS |
The Company and/or its affiliated subsidiaries provide patient care at or through their facilities. As such, the Company and its affiliated subsidiaries are subject from time to time to claims of negligence resulting in injury or death to residents. The Company maintains comprehensive general liability insurance and professional liability insurance in sufficient amounts to cover most material exposure resulting from these claims. The cost of defense is generally covered by these liability policies subject to reasonable reserves and deductibles. Nevertheless the Company does have exposure to these claims which in some cases can be material. There can be no assurance that the Company’s portfolio of insurance products will be adequate to cover all potential exposure or prevent material adverse financial losses.
The following represent some of the matters pending as of the date of this Report:
Hines v. Global Abbeville LLC, d/b/a Glen Eagle, et al, Superior Court of Warren County, State of Georgia, Civil Action No.2023-CV-094
This is a personal injury lawsuit filed on September 11, 2023 against various defendants arising from injuries several months after being admitted to the Glen Eagle facility. The complaint alleges that the facility was negligent in the care administered to the plaintiff which resulted in the injuries, which the Company denies. The Company has referred the litigation to its insurance company for management and believes that its exposure in this matter is de minimus.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| 16 |
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information for Common Stock
Our common stock has been listed on The OTC Pink Sheets (“OTC.PINK”) under the symbol “GBCS” since 2008. In 2025, we were approved for quotation on the OTCQB platform under the same ticker symbol. Prior to that there was no public trading market for our common stock.
Holders of Record
As of April 13, 2026, there were approximately 100 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We currently intend to retain future earnings, if any, for use in operation of our business and to fund future growth. We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
Unregistered Sales of Equity Securities
During the year ended December 31, 2025, we did not issue or sell any unregistered securities not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
EQUITY COMPENSATION PLAN INFORMATION
In May 2021, the Company adopted its 2021 Equity Incentive Plan and authorized an aggregate of 300,000 shares of Common Stock to be issued pursuant to rights granted under the Plan. As of the date of this Report, 30,000 options and no SAR’s or other rights to acquire shares of Common Stock under the Plan have been granted.
| ITEM 6. | [Reserved] |
Not applicable.
| 17 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our business and results of operations for the fiscal year ended December 31, 2025, and our financial conditions at that date, should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report. As used herein, “Selectis Health,” the “Company,” “we,” “our” or “us” and similar terms refer collectively to Selectis Health, Inc. and its subsidiaries, unless the context indicates otherwise.
RESULTS OF OPERATIONS
The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results:
| Twelve Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Healthcare revenue | $ | 41,375,235 | $ | 39,170,660 | ||||
| Rental revenue | - | 321,352 | ||||||
| Management fee revenue | 65,795 | - | ||||||
| Total Revenue | 41,441,030 | 39,492,012 | ||||||
| Expenses | ||||||||
| Property taxes, insurance and other operating | 31,759,000 | 30,358,824 | ||||||
| General and administrative | 8,889,246 | 9,249,718 | ||||||
| Provision for credit losses | 883,038 | 1,042,698 | ||||||
| Depreciation and amortization | 1,474,417 | 1,569,970 | ||||||
| Total operating expenses | 43,005,701 | 42,221,210 | ||||||
| Loss from Operations | (1,564,671 | ) | (2,729,198 | ) | ||||
| Other (Income) Expense | ||||||||
| Gain on sale of asset | - | (2,112,143 | ) | |||||
| Interest expense, net | 1,726,239 | 2,046,887 | ||||||
| Loss on debt extinguishment | 252,970 | - | ||||||
| Income from employee retention credits | (986,423 | ) | - | |||||
| Other income, net | (1,542,505 | ) | (239,981 | ) | ||||
| Total other (income), net | (549,719 | ) | (305,237 | ) | ||||
| Loss before income taxes | (1,014,952 | ) | (2,423,961 | ) | ||||
| Provision for income taxes | 800 | - | ||||||
| Net Loss | (1,015,752 | ) | (2,423,961 | ) | ||||
| Series D preferred dividends | (37,500 | ) | (22,500 | ) | ||||
| Net Loss Attributable to Common Stockholders | $ | (1,053,252 | ) | $ | (2,446,461 | ) | ||
| Per Share Data: | ||||||||
| Net Loss per Share Attributable to Common Stockholders: | ||||||||
| Basic | $ | (0.34 | ) | $ | (0.80 | ) | ||
| Diluted | $ | (0.34 | ) | $ | (0.80 | ) | ||
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | 3,067,059 | 3,067,059 | ||||||
| Diluted | 3,067,059 | 3,067,059 | ||||||
Revenues
Healthcare Revenue
Healthcare revenue for the year ended December 31, 2025 was $41,375,235, compared to $39,170,660 for the year ended December 31, 2024, an increase of $2,204,575 or 6%. Healthcare revenues increased due to the increase in Medicaid rates at our Georgia and Oklahoma facilities.
Rental Revenue
Rental revenue for the year ended December 31, 2025 was none, compared to $321,352 for the year ended December 31, 2024, a decrease of $321,352 or 100%. This decrease was due to the sale of our Archway Property in June 2024 with which we had monthly rental revenues of approximately $53,000. Since this was the only property that we were leasing to a third party, rental revenue to third parties ceased after June 2024.
Management Fee Revenue
Management fee revenue for the year ended December 31, 2025 was $65,795, compared to none for the year ended December 31, 2024, an increase of $65,795 or 100%. Management fee revenues increased due to the start of a management fee arrangement.
| 18 |
Operating Expenses
Property Taxes, Insurance, and Other Operating
Property taxes, insurance, and other operating expenses was $31,759,000 for the year ended December 31, 2025, compared to $30,358,824 for the year ended December 31, 2024, an increase of $1,400,176 or 5%. This increase is attributed to an increase in operating cost due to inflation.
General and Administrative
General and administrative expenses was $8,889,246 for the year ended December 31, 2025, compared to $9,249,718 for the year ended December 31, 2024, a decrease of $360,472 or 4%. The decrease can be attributed to a decrease in payroll cost as the Company reduced general and administrative headcount in 2025.
Provision for Credit Losses
Provision for credit losses was $883,038 for the year ended December 31, 2025, compared to $1,042,698 for the year ended December 31, 2024, a decrease of $159,660 or 15%. This decrease can be attributed to the improvement of collections of accounts receivable resulting in a lower accounts receivable balance.
Depreciation and Amortization
Depreciation and amortization expense was $1,474,417 for the year ended December 31, 2025, compared to $1,569,970 for the year ended December 31, 2024, a decrease of $95,553 or 6%. This decrease is related to an increase in fully depreciated assets along with assets sold in the Goodwill Hunting sale as compared to the same period in the prior year.
Other Income (Expense)
Gain on Sale of Asset
The Company recorded a $2,112,143 gain attributed to the gain on the sale of our Goodwill Hunting property for the year ended December 31, 2024. No gain of sale was recorded for the year ended December 31, 2025.
Interest Expense, Net
Interest expense, net was $1,726,239 for the year ended December 31, 2025, compared to $2,046,887 for the year ended December 31, 2024, a decrease of $320,648 or 16%. The decrease was due to the repayment of our mortgage for our Archway Property upon the sale of that property in June 2024. The interest expense associated with that property was approximately $24,000 per month.
Loss on debt extinguishment
The Company recorded a $252,970 loss on debt extinguishment for the year ended December 31, 2025. No loss on debt extinguishment was recorded for the year ended December 31, 2024. The loss on debt extinguishment can be attributed to the extension of warrants attributed to our promissory notes.
Income From Employee Retention Credits
Income from employee retention credits was $986,423 for the year ended December 31, 2025, compared to none for the year ended December 31, 2024, an increase of $986,423 of 100%. The CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021.
Other Income
Other income was $1,542,505 for the year ended December 31, 2025, compared to $239,981 for the year ended December 31, 2024, an increase of $1,302,524 or 543%. The Company had recognized $1,484,703 in credit from the state of Georgia during the year ended December 31, 2025 as a result of state credits received. In addition, the change is due to the principal reduction payments made by the operator of the Arkansas facility as other income. We will continue to record this as the operator continues to satisfy the debt.
Provision for income taxes
Provision for income taxes was $800 for the year ended December 31, 2025 compared to none for the year ended December 31, 2024. The increase was the result of state taxes owed in the current year.
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
Through its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of debt and equity securities to meet cash demands generated by our acquisition activities.
At December 31, 2025, the Company had cash and cash equivalents of $1,011,632 and restricted cash of $842,061. Our restricted cash is to be expended on repairs and capital expenditures associated with Providence of Sparta Nursing Home or Warrenton Health and Rehab. Our liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended in connection with our various property improvement projects. Our continuing short-term liquidity requirements consisting primarily of operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from healthcare operations, rental revenues received, and existing cash on hand.
| 19 |
As reflected in our consolidated financial statements included elsewhere in this Annual Report, we have a history of losses and had a working capital deficiency of $17.7 million as of December 31, 2025. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year from the date that the financial statements are issued. Our consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings. There can be no assurance that management’s attempts at any or all of these endeavors will be successful.
Our long-term ability to continue as a going concern is dependent upon our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and adequate financing. Our ability to continue as a going concern is also dependent its ability to further develop and execute on our business plan (including possible asset sales). We may also have to reduce certain overhead costs through the reduction of salaries and other means and settle liabilities through negotiation. There can be no assurance that management’s attempts at any or all of these endeavors will be successful.
Sources of Liquidity
The CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In February 2023, the Company submitted filings for CARES Employee Retention Credits totaling $6,866,759. The Company has received a majority of the credits and recorded an employee retention credits receivable of approximately $1.3 million as of December 31, 2023. Based on its evaluation of the collectability, the Company recorded a full allowance against this receivable and recorded an expense to provision for credit losses of $1,257,952 in the statement of operations for the year ended December 31, 2023. During the year ended December 31, 2025, the Company received payments totaling $986,423. As of December 31, 2025, the remaining receivable of $271,529 is fully reserved.
As of December 31, 2025, and 2024, our debt balances consisted of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Senior Secured Promissory Notes | $ | 1,591,238 | $ | 1,025,000 | ||||
| Senior Secured Promissory Notes - Related Parties | 775,000 | 750,000 | ||||||
| Fixed-Rate Mortgage Loans | 24,258,870 | 25,152,756 | ||||||
| Variable-Rate Mortgage Loans | 4,485,462 | 4,675,991 | ||||||
| Line of Credit | 325,192 | 799,752 | ||||||
| Other Debt, Subordinated Secured | - | 173,500 | ||||||
| Other Debt, Subordinated Secured - Seller Financing | - | 7,957 | ||||||
| 31,435,762 | 32,854,956 | |||||||
| Unamortized Discount and Debt Issuance Costs | (435,200 | ) | (451,936 | ) | ||||
| $ | 31,000,562 | $ | 32,133,020 | |||||
| As presented in the Consolidated Balance Sheets: | ||||||||
| Current Maturities of Long-Term Debt, Net | $ | 10,938,102 | $ | 11,450,406 | ||||
| Current Maturities of Long-Term Debt, Net classified within liabilities held for sale (1) | 5,554,463 | - | ||||||
| Short Term Debt – Related Parties, Net | 775,000 | 750,000 | ||||||
| Line of Credit - Current | 325,192 | 799,752 | ||||||
| Long-Term Debt | 13,407,805 | 19,132,862 | ||||||
| (1) | $5,554,463 is classified within Liabilities held for sale, within the consolidated balance sheet which is the short-term classified debt attributed to our two Georgia facilities. |
The weighted average interest rate and term of our fixed rate debt are 6.21% and 13.76 years, respectively, as of December 31, 2025. The weighted average interest rate and term of our variable rate debt are 8.35% and 12.12 years, respectively, as of December 31, 2025.
The weighted average interest rate and term of our fixed rate debt are 4.68% and 14.04 years, respectively, as of December 31, 2024. The weighted average interest rate and term of our variable rate debt are 9.10% and 13.11 years, respectively, as of December 31, 2024.
All of the Senior Secured Promissory Notes were redeemed in January 2026.
| 20 |
Mortgage Loans and Lines of Credit Secured by Real Estate
Mortgage loans and other debts such as lines of credit are collateralized by all assets of each nursing home property and an assignment of its rents. Collateral for certain mortgage loans includes the personal guarantee of Christopher Brogdon, a former but no longer related party, or corporate guarantees. Mortgage loans for the periods presented consisted of the following:
| Number of | Total Face | Total Principal Outstanding as of | ||||||||||||||
| State | Properties | Amount | December 31, 2025 | December 31, 2024 | ||||||||||||
| Arkansas(1) | 1 | $ | 5,000,000 | $ | 3,571,114 | $ | 3,742,822 | |||||||||
| Georgia(2) | 4 | $ | 13,497,114 | $ | 10,924,875 | $ | 11,403,295 | |||||||||
| Ohio(3) | 1 | $ | 3,000,000 | $ | 2,439,636 | $ | 2,517,400 | |||||||||
| Oklahoma(4) | 6 | $ | 13,181,325 | $ | 11,808,708 | $ | 12,165,230 | |||||||||
| 12 | $ | 34,678,439 | $ | 28,744,333 | $ | 29,828,747 | ||||||||||
| (1) | The mortgage loan collateralized by this property is 80% guaranteed by the USDA and requires an annual renewal fee payable in the amount of 0.25% of the USDA guaranteed portion of the outstanding principal balance as of December 31 of each year. Guarantors under the mortgage loan include Christopher Brogdon. Mr. Brogdon has assumed operations of the facility and is making payments of principal and interest on the loan on our behalf. During the year ended December 31, 2025 and 2024, the Company recognized other income of $188,201 and $119,854 for repayments on the loan, respectively. |
| (2) | The Company had refinanced two of its mortgages that would have matured in June and October of 2021 amounting to $2,961,167 and $3,289,595, and extended their maturity dates to May 2024 for both. The Company entered into forbearance agreements that extended the maturity dates of the loans to December 31, 2025. Upon reaching maturity, both loans were in default and were therefore classified as current portion of long-term debt. Both loans were fully guaranteed by the Company. The loans were subsequently refinanced in February 2026 in the amounts of $2,710,624 and $2,473,684, with a new maturity date of February 17, 2027. The Company sold two of the facilities in January 2026 resulting in the repayment of $5,772,098 of outstanding principal. |
| (3) | The Company refinanced its mortgage that would have matured in May of 2022 amounting to $3,000,000 and extend its maturity date to October 2027. |
| (4) | The Company refinanced three mortgages in July 2021, that would have matured in June and July of 2021 amounting to $2,065,969 and $750,000, $500,000, to extend their maturity dates to June 2027. Additionally, the Company has refinanced the primary mortgage at the Southern Hills Campus, for 35 years at 2.38% with a maturity date of October 1, 2056. |
Subordinated, Corporate, and Other Debt
Other debt due at December 31, 2025 and 2024 includes unsecured notes payable issued to entities controlled by the Company used to facilitate the acquisition of the nursing home properties.
Total Principal Outstanding as of | Stated | |||||||||||||||
| Property | Face Amount | December 31, 2025 | December 31, 2024 | Interest Rate | Maturity Date | |||||||||||
| Goodwill Nursing Home | $ | 2,030,000 | $ | - | $ | 173,500 | 13% Fixed | - | ||||||||
| Higher Call Nursing Center (1) | 150,000 | - | 7,957 | 8% Fixed | - | |||||||||||
| $ | 2,180,000 | $ | - | $ | 181,457 | |||||||||||
| (1) | In connection with the acquisition of Higher Call, the Company executed a promissory note in favor of the Seller, Higher Call Nursing Center, Inc., in the principal amount of $150,000 which accrues interest at the rate of 8% per annum and is payable in equal monthly installments, principal and interest. This note is secured by a corporate guaranty of Global. |
Our corporate debt at December 31, 2025 and 2024 includes unsecured notes and notes secured by all assets of the Company not serving as collateral for other notes.
Total Principal Outstanding as of | Stated | |||||||||||||||
| Series | Face Amount | December 31, 2025 | December 31, 2024 | Interest Rate | Maturity Date | |||||||||||
| Senior Secured Promissory Notes | $ | 1,255,000 | $ | 1,050,000 | $ | 1,025,000 | 13% Fixed | February 28, 2026 | ||||||||
| Promissory Note – Southern Bank | 545,952 | 541,238 | - | 7.25% Fixed | December 12, 2030 | |||||||||||
| Senior Secured Promissory Notes – Related Party | 775,000 | 775,000 | 750,000 | 13% Fixed | February 28, 2026 | |||||||||||
| $ | 2,575,952 | $ | 2,366,238 | $ | 1,775,000 | |||||||||||
| 21 |
All of the Senior Secured Promissory Notes were redeemed in January 2026.
Commercial Lines of Credits
On April 12, 2024, the Company entered into a Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit in the principal amount limit of $750,000 at a fixed interest rate of 8.50% per annum with a Maturity Date of April 12, 2025. In August 2025, the Commercial Line of Credit was converted into a Promissory Note and extended to December 12, 2030 with an interest rate of 7.25%. The Company repaid the balance outstanding on the Promissory Note in January 2026.
In November 2024, the Company entered into another Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit in the principal amount limit of $750,000 at a fixed interest rate of 7.75% per annum with a Maturity Date of November 14, 2025. In November 2025 the Company and Southern Bank agreed to extend the maturity date of the Commercial Line of Credit to December 14, 2026. The interest rate of the on the Commercial Line of Credit as of December 31, 2025 was 7.75%.
As of December 31, 2025, the balance outstanding on the Commercial Line of Credits is $325,192 and the amount available is approximately $425,000.
Sources and Uses of Cash
The following table provides information regarding our cash flows for the fiscal years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in) operating activities | $ | 1,882,030 | $ | (1,824,437 | ) | |||
| Net cash (used in) provided by investing activities | (443,611 | ) | 2,448,737 | |||||
| Net cash used in financing activities | (976,692 | ) | (1,537,057 | ) | ||||
| Net change in cash and cash equivalents and restricted cash | $ | 461,727 | $ | (912,757 | ) | |||
Cash Flows Provided By (Used In) Operating Activities
Cash flows provided by operating activities was $1,882,030 for the year ended December 31, 2025, compared to cash used in operating activities of $1,824,437 for the year ended December 31, 2024. The change primarily resulted from our decrease in our net loss of $1,408,209. Our non-cash charges were $2,453,661 which included non-cash charges which largely comprised of depreciation and amortization, changes in the provision for credit losses, loss on debt extinguishment and a gain on debt forgiveness. The remainder of our changes of cash operating activities between years was from changes in our working capital of $444,121, including $543,344 from a decrease of accounts receivable and $39,803 from timing of prepaids and $292,868 from timing of accounts payable and accrued expenses offset by other liabilities of $725,000.
Cash Flows Provided By (Used In) Provided By Investing Activities
Cash used in investing activities was $443,611 for the year ended December 31, 2025 and comprised of cash payments for equipment purchases. Cash provided by investing activities was $2,448,737 for the year ended December 31, 2024. The cash provided by investing activities was primarily due to proceeds of $2,484,800 attributed to the sale of a building. Purchases of property and equipment increased during the year ended December 31, 2024 was $36,063.
Cash Flows Used In Financing Activities
Cash used in financing activities was $976,692 for the year ended December 31, 2025, compared to $1,537,057 for the years ended December 31, 2024. During the year ended December 31, 2025, we made payments on long-term debt of $1,158,362 and $331,337 on our line of credit which was offset by proceeds of $50,000 on third party debt and $464,007 on our line of credit. During the year ended December 31, 2024, we made payments on long-term debt of $2,558,492 and $150,000 on related party debt which was offset by proceeds of $371,683 on third party debt and $800,000 on our line of credit.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. Certain of these accounting policies are particularly important for an understanding of the financial position and results of operations presented in the consolidated financial statements set forth elsewhere in this report. These policies require application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Actual results could differ as a result of such judgment and assumptions.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition, and other factors. If impairment exists, due to the inability to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions or projected cash flows of properties using standard industry valuation techniques.
Goodwill
Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue Recognition. Under the accounting guidance our revenues are presented net of estimated allowances, and we no longer present the contractual allowance as a separate line item on our balance sheet.
The Company reviews its calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectible portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater emphasis given to current trends. This calculation is routinely analyzed by the Company based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed.
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare, and Medicaid). Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member.
| 23 |
Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care are based upon the payment terms specified in the related contractual agreements.
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process).
Measurement of Credit Losses
ASC 326, Financial Instruments- Credit Losses, requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The Company adopted ASU 2016-13 January 1, 2023. We identified trade and ERTC accounts receivable financial instruments that would be impacted by this adoption.
As part of the analysis, the Company determined that all trade accounts receivable were of similar risk. Given the economy and our services provided, we determined the trade accounts receivable would not be impacted.
Recent Accounting Pronouncements
See Note 2 to our financial statements included elsewhere in this Annual Report on Form 10-K for a description of recent accounting pronouncements applicable to our financial statements.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See the index included at Item 15. Exhibits, Financial Statement Schedules.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
As previously reported on Form 8-K, effective November 22, 2024, the Company’s Board of Directors, on the recommendation of the Audit Committee that has been separately appointed, approved the appointment of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm. Prior to its engagement as the Company’s independent registered public accounting firm the Company had not consulted Withum with respect to the application of accounting principles to specific transactions or the type of audit opinion that might be rendered on the Company’s financial statements.
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this Report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
| 24 |
Our management, including our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were not effective as of such date to provide assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Management is committed to accurate and ethical business practices. Based on our evaluation, management concluded that our internal controls over financing reporting were not effective as of December 31, 2025 due to a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management noted the following deficiency that we believe to be a material weakness:
| ● | Lack of a formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading to material post-closing adjustments. |
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties.
Management’s view is that unethical, illegal, or inaccurate conduct in the operations and accounting for the Company violates the trust and integrity of the Company and is damaging to the interests of all stakeholders, and in the long-term misconduct injures the interests of even the individual whom it might initially benefit. This is reinforced periodically with informal conversations and is ingrained in the culture of the Company. When questions arise, they are escalated to the General Counsel, CEO, President, or Board for review, investigation, direction, and consensus, and external opinion is sought if consensus is not achieved. The Controller has direct contact with all levels of review. The Company plans to implement multi-level review in 2026, and management intends to work internally and with various third-parties to ensure we have the proper controls in place going forward.
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This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
During
the quarter ended December 31, 2025, no director or officer of the Company
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION |
Not applicable.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Directors and Executive Officers
The name, position with the Company, age of each Director and executive officer of the Company is as follows:
| Name | Age | Position | Director/Officer Since | ||||
| Adam Desmond | 54 | CEO & Director | 2023/2017 | ||||
| David Furstenberg | 63 | Director | 2022 | ||||
| Clifford Neuman | 77 | Director | 2023 | ||||
| Lance Baller | 52 | Director | 2026 | ||||
| Kent Lund | 70 | Director | 2026 | ||||
| Richard Huebner | 68 | Director | 2026 |
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Adam Desmond is the founder and CEO of Needle Rock Capital, an investment banking firm located in Carbondale, Colorado. Prior to founding Needle Rock Capital, Mr. Desmond founded ASG Securities in 1998 that focused exclusively on small/mid-cap banks and thrift markets. In 2004 ASG Securities became FIG Partners LLC which expanded the business from a sales and trading platform to a full-service investment banking firm. Mr. Desmond assembled a team of principals at Fig Partners that raised over $2.5 billion in equity since 2007 and completed more than 95 whole bank transactions throughout the United States, with offices in Chicago, Los Angeles, San Francisco, Dallas, New Jersey, and Charlotte, employing over 60 people. Mr. Desmond began his career at the Chicago Mercantile Exchange in the financial quadrant and went on to Raymond James and Associates where he helped develop a high yield fixed income department. Mr. Desmond enjoys supporting and servicing many charitable organizations, including helping fund the building of a school in the Philippines through St. Mary’s Catholic Church in Aspen, Colorado. Mr. Desmond is a graduate of the University of Wisconsin – Madison with a Bachelor of Arts in International Economics and Political Science.
David J. Furstenberg is a tax attorney and certified public accountant with expertise in tax research and planning, IRS and state audits, settlement negotiations, state and federal tax returns, accounting, software and auditor relations. Mr. Furstenberg served as the Director of Taxes at PulteGroup, Inc. (NYSE:PHM) in Bloomfield Hills, Michigan from 1997 to 2016 where he led the tax research and planning functions, including federal, state and international. From 1991 through 1996 he served in the capacities of Assistant Vice President-Taxes, Director of Taxes and Director of Federal Taxes for Handleman Company (NYSE: HDL) in Troy, Michigan. Mr. Furstenberg also served as an Associate Attorney for Levin, Levin, Garvett & Dill, PC in Southfield, Michigan and a Tax Consultant and Tax Associate at Price Waterhouse in Detroit, Michigan. In 1983 David obtained a B.A. in Accounting from Michigan State University and in 1986, a Juris Doctorate from Wayne State University Law School in Detroit, Michigan.
Clifford Neuman was appointed Director in December 2023. For over 50 years, Mr. Neuman has been engaged as a principal in his own law firms, with an emphasis on corporate and securities law in the representation of companies across matters of corporate finance, mergers, acquisitions, reorganizations, and public and private offerings. He has also served on the boards of numerous public and non-profit companies. Neuman earned his Juris Doctorate degree from the University of Pennsylvania and his Bachelor of Arts degree, summa cum laude, Phi Beta Kappa, from Trinity College in Hartford, Connecticut. Neuman previously served on the Company’s board of directors from 2014 to 2022, and he continues to serve as the Company’s primary legal counsel.
Lance Baller was appointed Director in January 2026. Mr. Baller is the co-founder and non-executive Chairman of Iofina Plc, one of North America’s largest producers of iodine (I₂) and halogen-based specialty chemicals. He previously served as CFO and Finance Director of Iofina Plc from 2007 to 2010 and as Chief Executive Officer from 2010 to 2013. Mr. Baller currently serves as a director and as the sole or principal shareholder of several privately owned businesses, including Baller Enterprises, Inc. (personal holding company), Titan Au, Inc., Redemption Au, Inc., Empire Leasing LLC, Valdez Au, Inc., Extrac Technologies Limited, Extrac Technologies, Inc., Wyoming Sand Company LLC, 44 Aggregate LLC, High Speed Aggregate, Inc., GBB Management, LLC, Shaver Gross Consultant PLLC and Ultimate Investments Corp, with operations primarily focused on gold (Au), sand, rock, silica (SiO₂), aggregate mining, equipment leasing, real estate, CPA services, taxes and planning. He is also the founder of the Baller Family Foundation, Inc. In addition, Mr. Baller has founded, grown, and successfully exited numerous other businesses throughout his career. From 2015 to 2023, Mr. Baller served as CEO, Interim CEO, and Director of Selectis Health, Inc. He is the former Managing Partner of Shortline Equity Partners, Inc., a mid-market mergers and acquisitions advisory and investment firm, and previously served as Managing Partner of Elevation Capital Management, LLC, where he was an alternative investment hedge fund manager for the Elevation Fund. Earlier in his career, Mr. Baller was Vice President of Corporate Development and Communications at Integrated BioPharma, Inc., and prior to that held investment banking roles at UBS and Morgan Stanley. Mr. Baller began his career in corporate governance over 20 years ago as Audit Committee Chair of the Board of Trustees of the Giant 5 Mutual Funds and One Funds. Over the course of his career, he has served as CEO, Interim CEO, Chairman, CFO, Secretary, and Director of numerous public and private companies, leading multiple successful restructurings and transactions. Mr. Baller brings extensive experience in corporate finance, capital markets, mergers and acquisitions, and governance. He currently serves on the boards of the Front Range Infrastructure Authority, Real Weld Metropolitan District, and Real Colorado Soccer Club. He is also a Trustee of five Cyber Hornet Trusts, including one mutual fund and four NASDAQ-listed ETFs, where he serves as Chairman of the Audit Committees and as the Audit Committee Financial Expert under the Sarbanes-Oxley Act.
Kent Lund was appointed Director in January 2026. Kent J. Lund is a business, legal and securities professional with deep public and private company Board of Directors and committee experience. His professional background and experience falls into four principal areas: (1) U.S. federal court of appeals attorney law clerk; (2) private legal practice with a large law firm; (3) in-house corporate attorney with a very large multinational oil, natural gas and petrochemicals company; and (4) Director, Corporate Secretary, Senior Management, General Counsel and/or Chief Compliance Officer for Securities Broker Dealers and/or Registered Investment Advisers. He served as a Member of the Colorado Securities Board from 2017 to 2020, and from November 2018 to July 2022 he served as an Independent Member of the Board of Directors and member of the audit committee of JAB Wireless, Inc. (d/b/a Rise Broadband), a private fixed wireless broadband services provider controlled by a large private equity firm. He served as a member of the FINRA West Region Committee from January 2020 to December 31, 2025. Mr. Lund holds B.A. (magna cum laude), J.D. (with honors), M.B.A. and LL.M (in Entrepreneurial Law) degrees.
Richard Huebner was appointed Director in March 2026. Mr. Huebner has served as the senior managing partner and investment banker of GVC Capital LLC since 2001 to the present. Prior to this Mr. Huebner was a registered investment advisor from 2000 to 2001. He was also an Executive Vice President at Fiserv Correspondent Services from 1998 to 2000. Mr. Huebner served in various roles including General Counsel, Director, Executive Committee Member, Compliance Officer, Equities Desk Trader, Vice President, Senior and Executive Vice Present at Hanifen Imhoff Inc, (1979) Hanifen Imhoff Holding Company, Hanifen Imhoff Investments, Hanifen Imhoff Clearing Corp from 1984 through 1997. From 1980 through 1983 he held the positions of Law Clerk, Compliance Officer and Assistant General Counsel and First Mid America, Inc. Mr. Huebner holds a Bachelor’s degree from Hastings College in Nebraska (1979) and a Juris Doctorate degree from University of Nebraska (1982).
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Family Relationships
None.
Board Meeting and Compensation
During the fiscal year ended December 31, 2025, meetings of the Board of Directors were held telephonically, and business of the board was also conducted by written unanimous consent. There were several meetings of the Board during 2025. A quorum was present at all Board meetings. Directors are entitled to reimbursement of their expenses associated with attendance at such meeting or otherwise incurred in connection with the discharge of their duties as a Director.
The following table summarizes compensation earned by or paid to the Company’s directors for the year ended December 31, 2025:
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
| Clifford Neuman | $ | 30,000 | - | - | - | - | - | $ | 30,000 | |||||||||||||||||||
| Adam Desmond | $ | - | - | - | - | - | - | $ | - | |||||||||||||||||||
| David Furstenberg (1) | $ | 45,000 | - | - | - | - | - | $ | 45,000 | |||||||||||||||||||
| (1) | Mr. Furstenberg is our audit committee chair. In addition to receiving a director fee of $7,500 per quarter, he also receives an additional fee of $3,750 per quarter for chairing the committee. |
Director Independence
Our common stock is listed on the OTC.QB inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition of independence under the NYSE American listing standards. The NYSE American listing standards for smaller reporting companies require that at least 50% of the members of a listed company Board qualify as “independent,” as defined under NYSE American rules and as affirmatively determined by the company’s Board. After review of all the relevant transactions and relationships between each director (and his family members) and the Company, and senior management, the Board affirmatively determined that at all times during the year ended December 31, 2025, and through the date of filing this Annual Report, the following directors (while serving as such) were independent within the meaning of applicable NYSE American rules: Mr. Furstenberg through December 31, 2025; Messrs. Baller, Furstenberg, Huebner and Lund, beginning on January 1, 2026.
Audit Committee
On July 25, 2022 the Company established a standing audit committee. The audit committee was initially comprised of Messrs. Furstenberg (Chairman) and Desmond. Mr. Furstenberg qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. An audit committee member is deemed to be independent if he does not possess any vested interests related to those of management and does not have any financial, family, or other material personal ties to management. Mr. Furstenberg resigned from the Board and Mr. Desmond is no longer eligible to serve on the audit committee due to his role as CEO. The current members of the Audit Committee are Kent Lund and Dick Huebner.
As described in its charter, the committee is responsible for various accounting and internal control matters. Among other duties and responsibilities, the audit committee:
| - | reviews with management and the independent auditors’ policies and procedures with respect to internal controls; | |
| - | reviews significant accounting matters; | |
| - | approves any significant changes in accounting principles of financial reporting practices; | |
| - | reviews independent auditor services; and | |
| - | recommends to the board of directors the independent registered public accounting firm to audit our consolidated financial statements. |
In addition to its regular activities, the committee is available to meet with the independent registered public accounting firm or controller whenever a special situation arises.
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The Audit Committee of the Board of Directors will adopt a written charter, which, when adopted, will be filed with the Commission.
On March 30, 2026, David Furstenberg submitted his letter of resignation as a member of the Board of Directors and Audit Committee of the Company.
Compensation Committee
We have established a standing compensation committee in the third quarter of 2022. The compensation committee was initially comprised of Messrs. Desmond, Neuman and Furstenberg. Effective August 18, 2022, Mr. Neuman resigned as a member of the Compensation Committee. Mr. Furstenberg resigned from the Board and Mr. Desmond is no longer eligible to serve on the compensation committee due to his role as CEO. The current members of the Compensation Committee are Kent Lund, Dick Huebner and Lance Baller.
The compensation advisory committee did not meet during fiscal 2024 and 2025. The compensation advisory committee will:
| - | recommend to the board of directors the compensation and cash bonus opportunities based on the achievement of objectives set by the compensation advisory committee with respect to our chairman of the board and president, our chief executive officer, and the other executive officers; | |
| - | administer our compensation plans for the same executives; | |
| - | determine equity compensation for all employees; | |
| - | review and approve the cash compensation and bonus objectives for the executive officers; and | |
| - | review various matters relating to employee compensation and benefits. |
Nominating and Governance Committee
The Board of Directors has appointed a standing nomination committee in the third quarter of 2022, initially consisting of Messrs. Desmond, Neuman and Furstenberg. Effective August 18, 2022, Mr. Neuman resigned from the Nomination and Governance Committee. Mr. Furstenberg resigned from the Board and Mr. Desmond resigned from the committee. The current members of the Nomination and Governance Committee are Kent Lund, Dick Huebner and Lance Baller.
The nominating and governance committee did not meet during fiscal 2024 and 2025.
The board of directors has not adopted a policy regarding the consideration of any director candidates recommended by security holders, since to date the board has not received from any security holder a director nominee recommendation. The board of directors will consider candidates recommended by security holders in the future. Security holders wishing to recommend a director nominee for consideration should contact Mr. Kent Lund at the Company’s principal executive offices located in Denver, Colorado and provide to Mr. Lund, in writing, the recommended director nominee’s professional resume covering all activities during the past five years, the information required by Item 401 of Regulation S-K, and a statement of the reasons why the security holder is making the recommendation. Such recommendation must be received by the Company before December 31, 2026.
The board of directors believes that any director nominee must possess significant experience in business and/or financial matters as well as a particular interest in the Company’s activities.
Shareholder Communications
Any shareholder of the Company wishing to communicate to the board of directors may do so by sending written communication to the board of directors to the attention of Mr. Adam Desmond, CEO, at the principal executive offices of the Company. The board of directors will consider any such written communication at its next regularly scheduled meeting.
Any transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company’s independent, outside disinterested directors.
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Code of Ethics
Our Board of Directors adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees during the fiscal year ended June 30, 2004. We will provide to any person without charge, upon request, a copy of our Code of Business Conduct and Ethics. Such request should be made in writing and addressed to Investor Relations, Selectis Health, Inc., at the Company’s principal executive offices located in Greenwood Village, Colorado. Further, our Code of Business Conduct and Ethics was filed as an exhibit to our Annual Report on Form 8-K dated July 25, 2022 and can be reviewed on the website maintained by the SEC at www.SEC.gov.
To the best of the Company’s knowledge and belief, there are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Any transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company’s independent, outside disinterested directors.
Indemnification and Limitation on Liability of Directors
The Company’s Articles of Incorporation provide that the Company shall indemnify, to the fullest extent required or permitted by Utah law, any director, officer, employee, or agent of the corporation made or threatened to be made a party to any action, suit or proceeding, to which the person may be a party by reason of being or having been a director, officer, employee, or agent of the corporation, against judgments, penalties, fines, settlements, and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met. At present, there is no pending litigation or proceeding involving any director, officer, employee, or agent of the Company where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
The Company’s Articles of Incorporation limit the liability of its directors to the fullest extent permitted by the Utah Business Corporation Act. Specifically, directors of the Company will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for (i) any breach of the duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law, (iii) dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions, (iv) violations of certain laws, or (v) any transaction from which the director derives an improper personal benefit. Liability under federal securities law is not limited by the Articles.
The Company also has a separate written Indemnity Agreement for the benefit of Directors and officers of the Company.
The officers of the Company will dedicate sufficient time to fulfill their fiduciary obligations to the Company’s affairs. The Company has no retirement, pension, or profit-sharing plans for its officers and Directors.
Compliance with Section 16(a) of the Exchange Act
Under the securities laws of the United States, the Company’s Directors, its Executive (and certain other) Officers, and any persons holding more than ten percent (10%) of the Company’s common stock are required to report their ownership of the Company’s common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to report in this Report any failure to file by these dates.
To the best of the Company’s knowledge and belief, all of these required filing requirements were satisfied by our Officers, Directors, and ten-percent holders. In making these statements, the Company has relied on the written representation of its Directors and Officers or copies of the reports that they have filed with the Commission.
| ITEM 11. | EXECUTIVE COMPENSATION |
Components of Compensation.
The following tables and discussion set forth information with respect to all plan and non-plan compensation awarded to, earned by or paid to the Company’s three (3) most highly compensated executive officers, for all services rendered in all capacities to the Company and its subsidiaries for each of the Company’s last three (3) completed fiscal years; provided, however, that no disclosure has been made for any executive officer, other than the CEO and CFO, whose total annual salary and bonus does not exceed $100,000.
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Company Stock Incentive Plans
As of December 31, 2025, no options were outstanding under the Plan and all options to purchase shares of Common Stock have expired. The Plan has terminated in accordance with its terms, and as a result no shares are available for future option grants.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Options Awards | Non equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||
| Adam Desmond, CEO | 2025 | $ | 256,029 | - | - | - | - | - | - | $ | 256,029 | |||||||||||||||||||||||
| 2024 | $ | 178,325 | - | - | - | - | - | - | $ | 178,325 | ||||||||||||||||||||||||
| Jim Creamer, Former CFO | 2025 | $ | 21,558 | - | - | - | - | - | - | $ | 21,558 | |||||||||||||||||||||||
| 2024 | $ | 142,304 | - | - | - | - | - | - | $ | 142,304 | ||||||||||||||||||||||||
| Sarah Day, VP of Operations | 2025 | $ | 149,000 | - | - | - | - | - | - | $ | 149,000 | |||||||||||||||||||||||
| 2024 | $ | 151,000 | - | - | - | - | - | - | $ | 151,000 | ||||||||||||||||||||||||
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth information with respect to beneficial ownership of our common stock by:
| * | each person who beneficially owns more than 5% of the common stock; | |
| * | each of our executive officers; | |
| * | each of our directors and director nominees; and | |
| * | all executive officers and directors as a group. |
The table shows the number of shares owned as of March 31, 2026 and the percentage of outstanding common stock owned as of March 31, 2026. Beneficial ownership is based on information provided to us, and the beneficial owner has no obligation to inform us of or otherwise report any changes in beneficial ownership. Except as indicated, and subject to community property laws when applicable, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
| Shares Beneficially Owned | ||||||||||
| Title Of Class | Name & Address of Beneficial Owner | Number | Percent (6) | |||||||
| Common Stock | ||||||||||
Kent Lund (1) 600 17th St., Ste. 2800 South Denver, CO. 80202 | 19,253 | 0.61 | % | |||||||
Richard Huebner 600 17th St., Ste. 2800 South Denver, CO. 80202 | - | - | ||||||||
Clifford L. Neuman (2) 600 17th St., Ste. 2800 South Denver, CO. 80202 | 122,864 | 3.91 | % | |||||||
Lance Baller (3) 600 17th St., Ste. 2800 South Denver, CO. 80202 | 349,374 | 11.11 | % | |||||||
Adam Desmond(4) 600 17th St., Ste. 2800 South Denver, CO. 80202 | 65,569 | 2.09 | % | |||||||
David Furstenberg 600 17th St., Ste. 2800 South Denver, CO. 80202 | 5,910 | 0.19 | % | |||||||
| Zvi Rhine 895 Mountain Dr. Deerfield, IL 60015 | 183,953 | 5.85 | % | |||||||
| All Officers and Directors as a Group (6 persons) (5) | 746,923 | 23.75 | % | |||||||
| (1) | Includes 15,992 shares owned individually, and 3,261 shares owned in spouse IRA, as to which Mr. Lund disclaims beneficial ownership for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| (2) | Includes 117,864 shares owned individually; and 5,000 shares owned of record Mindfulness Peace Project (formerly Ratna Foundation), of which Mr. Neuman is a Director, as to which Mr. Neuman disclaims beneficial ownership for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| (3) | Includes 349,374, shares owned individually; 55,000 of which include warrants exercisable to purchase 55,000 shares of common stock owned by Ultimate Investment Corps, Inc. of which Mr. Baller is an owner and control person but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act; 72,934 shares owned by Ultimate Investments Corp., Inc. of which Mr. Baller is an owner and control person but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act, 52,808 shares owned by High Speed Aggregate, Inc., of which Mr. Baller is an owner and control person but disclaims beneficial ownership for purposes of Section 16 und the Exchange Act and 6,667 shares owned by Baller Family Foundation Inc. of which Mr. Baller is a control person but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act. |
| (4) | Includes 65,569 shares owned individually, 12,500 of which include warrants exercisable to purchase 12,500 shares of common stock. |
| (5) | Based on 3,067,059 shares issued and outstanding on March 31, 2026. |
| (6) | Beneficial ownership percentages is inclusive of 3,067,059 shares issued and outstanding in addition to 77,500 warrants outstanding on March 31, 2026 to beneficial owners. |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
For the fiscal year 2024, Selectis Health, Inc. had a net loss and was able to meet all its obligations without the assistance or needs of affiliated parties lending arrangements.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES . |
The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by WithumSmith+Brown, PC our principal registered public accountants:
| 2025 | 2024 | |||||||
| Audit Fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings. | $ | 420,815 | $ | 10,400 | ||||
| Audit-Related Fees - related to the performance of audit or review of financial statements not reported under “audit fees” above. | $ | - | $ | - | ||||
| Tax Fees - tax compliance | $ | - | $ | - | ||||
| All Other Fees - services provided by our principal accountants other than those identified above. | $ | - | $ | - | ||||
| Total fees paid or accrued to our principal accountants | $ | 420,815 | $ | 10,400 | ||||
The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by Marcum LLP our principal registered public accountants:
| 2025 | 2024 | |||||||
| Audit Fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings. | $ | - | $ | 297,740 | ||||
| Audit-Related Fees - related to the performance of audit or review of financial statements not reported under “audit fees” above. | $ | - | $ | - | ||||
| Tax Fees - tax compliance | $ | - | $ | 39,887 | ||||
| All Other Fees - services provided by our principal accountants other than those identified above. | $ | - | $ | - | ||||
| Total fees paid or accrued to our principal accountants | $ | - | $ | 337,627 | ||||
| 33 |
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this Annual Report:
| (a) | Financial Statement Schedules |
See the Index to Consolidated Financial Statements at page F-1 of this report.
| (b) | Exhibits | ||
| Exhibit No. | Title | ||
| (1) | 1.0 | Articles of Amendment to the Articles of Incorporation dated June 22, 1994 | |
| (1) | 3.1 | Amended and Restated Articles of Incorporation | |
| (35) | 3.1 | Amended and Restated Articles of Incorporation | |
| (1) | 3.2 | Bylaws | |
| (1) | 3.3 | Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock | |
| (5) | 3.4 | Certificate of Designations, Preferences, and Rights of Series B Convertible Preferred Stock | |
| (5) | 3.5 | Certificate of Designations, Preferences, and Rights of Series C Convertible Preferred Stock | |
| (5) | 3.6 | Agreement Respecting Rights of Holders of Series C Convertible Preferred Stock | |
| (17) | 3.7 | Certificate of Designations, Preferences, and Rights of Series E Convertible Preferred Stock | |
| (18) | 3.8 | Form of Registration Rights Agreement | |
| (1) | 4.1 | Specimen Certificate of Common Stock | |
| (1) | 4.2 | Specimen Class A Common Stock Purchase Warrant | |
| (1) | 4.3 | Specimen Class B Common Stock Purchase Warrant | |
| (1) | 4.4 | Specimen Class C Common Stock Purchase Warrant | |
| (1) | 4.5 | Warrant Agreement | |
| (19) | 4.6 | Form of Series 2010 5% Convertible Debenture | |
| (20) | 4.7 | Form of Common Stock and Warrant Purchase Agreement | |
| (1) | 5.0 | Opinion of Neuman & Drennen, LLC regarding the legality of the securities being registered | |
| (1) | 10.1 | Selling Agent Agreement | |
| (1) | 10.2 | The Casino-Global Venture I Joint Venture Agreement | |
| (1) | 10.3 | Assignment of Casino-Global Joint Venture Agreement dated January 31, 1994 |
| 34 |
| (1) | 10.4 | Nonresidential Lease Agreement between Russian-Turkish Joint Venture Partnership with Hotel Lazurnaya and Global Casino | |
| Group, Inc. dated September 22, 1993 | |||
| (1) | 10.5 | Contract by and between Aztec-Talas-Four Star, Inc. and Global Casinos Group, Inc. dated April 12, 1993, and Addendum to | |
| Agreement by and between Aztec-Talas-Four Star, Inc., Global Casinos Group, Inc., and Restaurant “Naryn” dated June 29, | |||
| 1993. | |||
| (1) | 10.6 | Agreement and Plan of Reorganization among Silver State Casinos, Inc., Colorado Gaming Properties, Inc., and Morgro | |
| Chemical Company, dated September 8, 1993, incorporated by reference from the Company’s Current Report on Form 8-K, | |||
| dated September 20, 1993 | |||
| (1) | 10.7 | Agreement and Plan of Reorganization among Casinos USA., Lincoln Corporation, Woodbine Corporation and Morgro | |
| Chemical Company, dated October 15, 1993, incorporated by reference from the Company’s Current Report on Form 8-K, dated | |||
| November 19, 1993 | |||
| (1) | 10.8 | Stock Pooling and Voting Agreement, incorporated by reference from the Company’s Current Report on Form 8-K, dated | |
| November 19, 1993 | |||
| (1) | 10.9 | Employment Agreement, dated September 28, 1993, between Morgro Chemical Company and Nathan Katz, incorporated by | |
| reference from the Company’s Current Report on Form 8-K, dated November 19, 1993 | |||
| (1) | 10.10 | Employment Agreement, dated October 15, 1993, between Morgro Chemical Company and William P. Martindale, incorporated | |
| by reference from the Company’s Current Report on Form 8-K, dated November 19, 1993 | |||
| (1) | 10.11 | Asset Acquisition Agreement by and among Global Casinos, Inc., Morgro, Inc. and MDO, L.L.C., dated as of February 18, | |
| 1994, incorporated by reference from the Company’s Current Report on Form 8-K, dated February 18, 1994 | |||
| (1) | 10.12 | Stock Purchase Agreement, dated March 31, 1994, incorporated by reference from the Company’s Current Report on Form 8-K, | |
| dated April 29, 1994 | |||
| (1) | 10.13 | Articles of Incorporation of BPJ Holding N.V., incorporated by reference from the Company’s Current Report on Form 8-K, | |
| dated April 29, 1994 | |||
| (1) | 10.14 | Aruba Caribbean Resort and Casino Lease Agreement, dated January 18, 1993, incorporated by reference from the Company’s | |
| Current Report on Form 8-K, dated April 29, 1994 | |||
| (1) | 10.15 | Aruba Gaming Permit issued to Dutch Hotel and Casino Development Corporation, incorporated by reference from the | |
| Company’s Current Report on Form 8-K, dated April 29, 1994 | |||
| (1) | 10.16 | Letter Agreement between Astraea Investment Management, L.P. and Global Casinos, Inc. dated May 11, 1994 | |
| (1) | 10.17 | Guaranty from Global Casinos, Inc. to Astraea Investment Management, L.P. dated May 19, 1994 | |
| (1) | 10.18 | Secured Convertible Promissory Note in favor of Global Casinos, Inc. from Astraea Investment Management, L.P. dated May | |
| 19, 1994 | |||
| (1) | 10.19 | Registration Rights Agreement between Global Casinos, Inc. and Astraea Investment Management, L.P. dated May 11, 1994 | |
| (1) | 10.20 | Employment Agreement, dated July 1, 1994, between Global Casinos, Inc., and Peter Bloomquist | |
| (2) | 10.21 | Letter of Agreement, dated September 16, 1994 between Astraea Management Services, L.P., Casinos USA., Inc. and Global | |
| Casinos, Inc. | |||
| (3) | 10.23 | Letter of Agreement dated June 27, 1995, between Global Casinos, Inc., Global Casinos International, Inc., Global Casinos | |
| Group, Inc., Broho Holding, N.V., and Kenneth D. Brown individually. | |||
| (1) | 10.24 | Second Amended Plan of Reorganization of Casinos USA, Inc., and Order Confirming Plan | |
| (1) | 10.25 | Warrant Agreement | |
| (4) | 10.26 | Stock Purchase and Sale Agreement between Alaska Bingo Supply, Inc., Global Alaska Industries, Inc., and Mark Griffin |
| 35 |
| (5) | 10.27 | Convertible Promissory Note in the amount of $450,000 dated March 31, 1998 in favor of Mark Griffin | |
| (4) | 10.28 | General Security Agreement from Global Alaska Industries, Inc. to Mark Griffin | |
| (4) | 10.29 | Stock Pledge Agreement from Global Alaska Industries, Inc. to Mark Griffin | |
| (5) | 10.30 | Agreement to Convert Debt dated March 31, 1998 with Mark Griffin | |
| (5) | 10.31 | Tollgate Casino Lease and Option Agreement | |
| (5) | 10.32 | Equipment Lease with Plato Foufas & Co., Inc. | |
| (5) | 10.33 | Employment Agreement of Eric Hartsough | |
| (6) | 10.34 | Stock Purchase Agreement dated December 30, 1999 between Arufinance, N.V. and Global Casinos, Inc. | |
| (7) | 10.35 | Term Sheet dated July 24, 2002 between Global Casinos, Inc., Astraea Investment Management L.P., and others. | |
| (7) | 10.36 | Agreement dated September 17, 2002 among Global Casinos, Inc., Casinos, USA., Inc. and Astraea Investment Management L.P. | |
| (7) | 10.37 | Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $249,418.48. | |
| (7) | 10.38 | Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $750,000. | |
| (7) | 10.39 | Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $783,103.56. | |
| (7) | 10.40 | Assumption Agreement dated September 17, 2002 among, Global Casinos, Inc., Casinos USA., Inc. and Astraea Investment Management L.P. | |
| (7) | 10.41 | Bill of Sale, Assignment and Assumption dated October 30, 2002 between Global Casinos, Inc. and Casinos, USA., Inc. | |
| (7) | 10.42 | Option Agreement dated September 17, 2002 by and between Astraea Investment Management L.P. and Global Casinos, Inc. | |
| (7) | 10.43 | Security Agreement dated September 17, 2002 by Casinos USA., Inc. in favor of Astraea Investment Management L.P. | |
| (7) | 10.44 | Service Agreement dated as of September 17, 2002 between Casinos USA., Inc. and Global Casinos, Inc. | |
| (7) | 10.45 | Stock Pledge Agreement dated as of September 17, 2002 between Global Casinos, Inc., and Astraea Investment Management L.P. | |
| (7) | 10.46 | Voting Agreement dated as of September 17, 2002 between Casinos USA., Inc. and Global Casinos, Inc. | |
| (9) | 10.47 | Asset Purchase and Sale Agreement dated June 14, 2007. |
| 36 |
| (10) | 10.49 | Amendment No. 1 to Asset Purchase and Sale Agreement dated June 14, 2007 | |
| (8) | 14. | Code of Ethics | |
| (11) | 10.50 | Amendment No. 2 to Asset Purchase and Sale Agreement dated June 14, 2007. | |
| (12) | 10.51 | Amendment No. 3 to Asset Purchase and Sale Agreement dated June 14, 2007. | |
| (13) | 10.52 | Amendment No. 4 to Asset Purchase and Sale Agreement dated June 14, 2007. | |
| (15)) | 10.53 | Amendment No. 5 to Asset Purchase and Sale Agreement dated June 14, 2007. | |
| (15) | 10.54 | Articles of Organization of Doc Holliday Casino II, LLC | |
| (15) | 10.55 | Operating Agreement of Doc Holliday Casino II, LLC | |
| (15) | 10.56 | Certificate of Series D for Global Casinos Inc | |
| (15) | 10.57 | Consent to Assignment of Lease to Global Casinos | |
| (15) | 10.58 | Consent to Assignment of Lease to Doc Holliday Casino II | |
| (15) | 10.59 | Assignment & Assumption of Lease by Doc Holliday II | |
| (15) | 10.60 | Promissory Note $550,000 | |
| (15) | 10.61 | Promissory Note $400,000 | |
| (15) | 10.62 | Promissory Note $155,000 | |
| (15) | 10.63 | Bill of Sale | |
| (15) | 10.64 | Noncompetition and Confidentiality Agreement | |
| (15) | 10.65 | Consultation Agreement | |
| (16) | 10.66 | Lease Agreement | |
| (16) | 10.67 | Addendum to Lease Agreement | |
| (16) | 10.68 | Addendum No. 2 to Lease Agreement | |
| (16) | 10.69 | Loan Agreement with Astraea Investment Management | |
| (16) | 10.70 | Assignment of Note | |
| (16) | 10.71 | Assignment and Assumption Agreement | |
| (16) | 10.72 | Second Amendment to Promissory Note | |
| (21) | 10.73 | Astraea Loan Document Purchase and Assignment Agreement | |
| (22) | 10.74 | Martindale Allonge and Loan Participation Agreement | |
| (23) | 10.75 | Montrose Allonge and Modification Agreement |
| 37 |
| (24) | 10.76 | Bloomquist Allonge and Loan Participation Agreement | |
| (25) | 10.77 | Shupp Allonge and Modification Agreement | |
| (26) | 10.78 | Amendment to Lease Agreement dated December 28, 2010 | |
| (27) | 10.79 | Class A Stock Purchase Warrant | |
| (27) | 10.79 | Series 2011 8% unsecured convertible note | |
| (28) | 10.80 | Split-Off Agreement | |
| (28) | 10.81 | Stock Purchase Agreement | |
| (29) | 10.82 | Promissory Note | |
| (29) | 10.83 | Stock Pledge Agreement | |
| (30) | 10.84 | Amended and Restated Allonge and Loan Participation Agreement | |
| (30) | 10.85 | Form of Warrant | |
| (31) | 10.86 | Second Allonge and Modification Agreement | |
| (31) | 10.87 | Modification to Second Deed of Trust | |
| (32) | 10.88 | Amendment No. 2 to Loan Participation Agreement | |
| (33) | 10.89 | Termination and Mutual Release | |
| (33) | 10.90 | Amendment No. 1 to Split-Off Agreement | |
| (33) | 10.91 | Stock Purchase Agreement | |
| (34) | 10.92 | Amended and Restated Split-Off Agreement | |
| (35) | 10.93 | Loan Purchase Agreement | |
| (35) | 10.94 | Assignment of Deed of Trust | |
| (35) | 10.95 | Assignment of Note | |
| (35) | 10.96 | Assignment, Assumption, and Indemnity Agreement | |
| (35) | 10.97 | Security and Hypothecation Agreement | |
| (35) | 10.98 | Intercompany Agreement |
| 38 |
| (35) | 10.99 | Promissory Note | |
| (36) | 10.100 | Scottsburg Membership Purchase Agreement | |
| (37) | 10.101 | Purchase Agreement dated October 8, 2008 | |
| (37) | 10.102 | Amendment No. 1 to Purchase Agreement dated October 8, 2008 | |
| (37) | 10.103 | Amendment No. 2 to Purchase Agreement dated October 8, 2008 | |
| (37) | 10.104 | Amendment No. 3 to Purchase Agreement dated October 8, 2008 | |
| (37) | 10.105 | Amendment No. 4 to Purchase Agreement dated October 8, 2008 | |
| (37) | 10.106 | Amendment No. 5 to Purchase Agreement dated October 8, 2008 | |
| (38) | 10.107 | Membership Interest Purchase Agreement - Goodwill | |
| (39) | 10.108 | Purchase and Sale Agreement – Meadowview | |
| (40) | 10.109 | Purchase and Sale Agreements – Longview, Mountainview, Corpus Christi and Grand Prairie | |
| (41) | 10.110 | Amendments to Purchase and Sale Agreements – Longview, Corpus Christi, and Grand Prairie | |
| (41) | 10.111 | Assignment of Purchase and Sale Agreements – Longview, Mountainview, Corpus Christi and Grand Prairie | |
| (42) | 10.112 | Letters Terminating Purchase Agreements - Longview, Mountainview, Corpus Christi and Grand Prairie | |
| (43) | 10.113 | Stock Purchase Agreement between Tilford, Inc. and TNH Acquisition, LLC | |
| (44) | 10.114 | First Amendment to Stock Purchase Agreement | |
| (45) | 10.115 | Purchase and Sale Agreement – Greene Point Health Center | |
| (46) | 10.116 | Promissory Note Purchase Agreement | |
| (47) | 10.117 | Form of Security Agreement | |
| (47) | 10.118 | Form of Agreement Among Lenders | |
| (47) | 10.119 | Form of Promissory Note | |
| (48) | 10.120 | 2017 Investor Presentation | |
| (49) | 10.121 | Allonge and Modification Agreement | |
| (50) | 10.122 | Revised 2017 Investor Presentation | |
| (51) | 10.123 | HUD Note – Providence HR, LLC | |
| (52) | 10.124 | Meadowview Note – High Street Nursing, LLC | |
| (53) | 10.125 | Credit Note – Southern Tulsa, LLC and Southern Tulsa TLC, LLC | |
| (54) | 10.126 | Form of Agreement Among Lenders |
| 39 |
| (55) | 10.127 | Form of Promissory Note | |
| (56) | 10.128 | Purchase and Sale Agreement | |
| (57) | 10.129 | 2018 Investor Presentation | |
| (58) | 10.130 | Restricted Stock Award Agreement | |
| (59) | 10.131 | Notice of Grant | |
| (60) | 10.132 | Option Agreement | |
| (61) | 10.133 | Employment Agreement | |
| (62) | 10.134 | Revised 2018 Investor Presentation | |
| (63) | 10.135 | Form of Note | |
| (64) | 10.136 | Asset Purchase Agreement | |
| (65) | 10.137 | Amendment No. 1 to Employment Agreement | |
| (66) | 10.138 | Healthcare Facility Note | |
| (67) | 10.139 | Loan Document Purchase and Assignment Agreement | |
| (68) | 10.140 | November 2019 Investor Presentation | |
| (69) | 10.141 | Asset Purchase Agreement | |
| (70) | 10.142 | Form of Senior Note | |
| (71) | 10.143 | Form of Mortgage, Security Agreement and Assignment of Rents | |
| (72) | 10.144 | Form of Security Agreement | |
| (73) | 10.145 | Form of Seller Note | |
| (74) | 10.146 | Form of Corporate Guaranty | |
| (75) | 10.147 | Asset Purchase Agreement | |
| (76) | 10.148 | Promissory Note | |
| (77) | 10.149 | Mortgage | |
| (78) | 10.150 | Amendment No. 1 to Second Amended and Restated Articles of Incorporation | |
| (79) | 10.151 | Healthcare Mortgage, Assignment of Leases and Rents and Security Agreement | |
| (80) | 10.152 | Healthcare Facility Note | |
| (81) | 10.153 | Deferred Compensation and Equity Award Plan | |
| (82) | 10.154 | Baller Restricted Stock Unit | |
| (83) | 10.155 | Barker Restricted Stock Unit |
| 40 |
| (84) | 10.156 | Rescission Agreement | |
| (85) | 10.157 | Pursuant to Item 304(a)(1) of Regulation S-K, the Registrant herewith files the letter of MaloneBailey, LLP, former accountants to the Company | |
| * | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| * | 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| * | 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| ** | 101.INS | Inline XBRL Instance | |
| ** | 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| ** | 101.CAL | Inline XBRL Taxonomy Extension Calculation | |
| ** | 101.DEF | Inline XBRL Taxonomy Extension Definition | |
| ** | 101.LAB | Inline XBRL Taxonomy Extension Labels | |
| ** | 101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Incorporated by reference to the Registrant’s Registration Statement on Form SB-2, Registration No. 33-76204, on file with the Commission on August 11, 1994. |
| (2) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for year ended June 30, 1994. |
| (3) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 15, 1995. |
| (4) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 1, 1997, as filed with the Commission on August 14, 1997. |
| (5) | Incorporated by reference to the Registrant’s Annual Report on Form 10KSB for the year ended June 30, 1999. |
| (6) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 30, 1999, as filed with the Commission on January 14, 2000. |
| (7) | Incorporated by reference to the Registrant’s Annual Report on Form 10KSB for the year ended June 30, 2002. |
| (8) | Incorporated by reference to the Registrant’s Annual Report on Form 10KSB for the year ended June 30, 2004. |
| (9) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 14, 2007 as filed with the Commission on June 19, 2007 |
| 41 |
| (10) | Incorporated by reference to the Registrant’s Current Report on Form 8-K/A dated September 28, 2007 as filed with the Commission on October 2, 2007. |
| (11) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 30, 2007 as filed with the Commission on December 3, 2007. |
| (12) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 5, 2007 as filed with the Commission on December 6, 2007. |
| (13) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 30, 2008 as filed with the Commission on February 4, 2008. |
| (14) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 6, 2008 as filed with the Commission on March 6, 2008. |
| (15) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 18, 2008 as filed with the Commission on March 24, 2008. |
| (16) | Incorporated by reference to the Registrant’s Current Report on Form 8-K/A dated March 18, 2008 as filed with the Commission on May 29, 2008. |
| (17) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 12, 2010 as filed with the Commission on July 14, 2010. |
| (18) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 19, 2010 as filed with the Commission on July 20, 2010. |
| (19) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 16, 2010 as filed with the Commission on July 20, 2010. |
| (20) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 16, 2010 as filed with the Commission on July 20, 2010. |
| (21) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 30, 2009 as filed with the Commission on December 3, 2009. |
| (22) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 30, 2009 as filed with the Commission on December 3, 2009. |
| (23) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 30, 2009 as filed with the Commission on December 31, 2009. |
| (24) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 30, 2009 as filed with the Commission on January 5, 2010. |
| (25) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2010 as filed with the Commission on March 31, 2010. |
| (26) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 28, 2010 as filed with the Commission on December 29, 2010 as amended by Form 8-K/A filed with the Commission on February 10, 2011. |
| (27) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 20, 2011 as filed with the Commission on December 20, 2011 |
| (28) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 1, 2012 as filed with the Commission on June 6, 2012. |
| (29) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2012 as filed with the Commission on June 28, 2012. |
| (30) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 11, 2012 as filed with the Commission on October 16, 2012. |
| 42 |
| (31) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 9, 2012 as filed with the Commission on November 13, 2012. |
| (32) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 20, 2012 as filed with the Commission on December 20, 2012. |
| (33) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 8, 2013 as filed with the Commission on April 12, 2013. |
| (34) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2013 as filed with the Commission on May 6, 2013. |
| (35) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 30, 2013 as filed with the Commission on October 4, 2013. |
| (36) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 27, 2014 as05 filed with the Commission on January 30, 2014. |
| (37) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 10, 2014 as filed with the Commission on March 14, 2014. |
| (38) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 23, 2014 as filed with the Commission on May 19, 2014. |
| (38) | Incorporated by reference to the Registrant’s Current Report on Form 8-K/A dated May 23, 2014 as filed with the Commission on May 19, 2014. |
| (39) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 26, 2014 as filed with the Commission on October 2, 2014. |
| (40) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 16, 2014 as filed with the Commission on December 17, 2014. |
| (41) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 22, 2015 as filed with the Commission on January 27, 2015 |
| (42) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 28, 2015 as filed with the Commission on February 4, 2015. |
| (43) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 14, 2015 as filed with the Commission on August 20, 2015. |
| (44) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 9, 2015 as filed with the Commission on November 12, 2015. |
| (45) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 2016 as filed with the Commission on July 5, 2016. |
| (46) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 29, 2016 as filed with the Commission on August 30, 2016. |
| 43 |
| (47) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 25, 2016 as filed with the Commission on November 29, 2016. |
| (48) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 25, 2017 as filed with the Commission on January 26, 2017. |
| (49) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 3, 2017 as filed with the Commission on May 8, 2017. |
| (50) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 16, 2017 as filed with the Commission on May 16, 2017. |
| (51) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017. |
| (52) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017. |
| (53) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017. |
| (54) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 8, 2017 as filed with the Commission on November 17, 2017. |
| (55) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 8, 2017 as filed with the Commission on November 17, 2017. |
| (56) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 5, 2018 as filed with the Commission on April 17, 2018. |
| (57) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 24, 2018 as filed with the Commission on April 24, 2018. |
| (58) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018. |
| (59) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018. |
| (60) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018. |
| (61) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018. |
| (62) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 27, 2018 as filed with the Commission on August 27, 2018. |
| (63) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 15, 2018 as filed with the Commission on October 22, 2018. |
| (64) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 12, 2019 as filed with the Commission on April 16, 2019. |
| 44 |
| (65) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 15, 2019 as filed with the Commission on April 17, 2019. |
| (66) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 13, 2019 as filed with the Commission on July 11, 2019. |
| (67) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 6, 2019 as filed with the Commission on August 14, 2019. |
| (68) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 19, 2019 as filed with the Commission on November 19, 2019. |
| (69) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (70) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (71) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (72) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (73) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (74) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020. |
| (75) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 23, 2020 as filed with the Commission on July 27, 2020. |
| (76) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 31, 2020 as filed with the Commission on January 6, 2021. |
| (77) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 31, 2020 as filed with the Commission on January 6, 2021. |
| (78) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 21, 2021 as filed with the Commission on September 22, 2021. |
| (79) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 27, 2021 as filed with the Commission on October 4, 2021. |
| (80) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 27, 2021 as filed with the Commission on October 4, 2021. |
| (81) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021. |
| (82) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021. |
| (83) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021. |
| (84) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on January 3, 2022. |
| (85) | Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 26, 2022 as filed with the Commission on January 28, 2022. |
| * | Filed herewith |
| ** | furnished, not filed. |
| 45 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
of Selectis Health, Inc. and Subsidiaries
| Page No. | ||
| Report of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC – PCAOB ID: |
F-1 | |
| Consolidated Balance Sheets of Selectis Health, Inc. and Subsidiaries as of December 31, 2025 and 2024 | F-2 | |
| Consolidated Statements of Operations of Selectis Health, Inc. and Subsidiaries for the Years Ended December 31, 2025 and 2024 | F-3 | |
| Consolidated Statements of Changes in Equity (Deficit) of Selectis Health, Inc. and Subsidiaries for the Years Ended December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Cash Flows of Selectis Health, Inc. and Subsidiaries for the Years Ended December 31, 2025 and 2024 | F-5 | |
| Notes to Consolidated Financial Statements | F-6 |
| 46 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Selectis Health, Inc. and Subsidiaries
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses from operations, has accumulated deficits and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024
April 15, 2026
PCAOB ID Number 100
| F-1 |
SELECTIS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivable | - | |||||||
| Prepaid expenses and other assets | ||||||||
| Assets held for sale | - | |||||||
| Total current assets | ||||||||
| Long Term Assets: | ||||||||
| Restricted cash | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Dividends payable | ||||||||
| Short term debt | ||||||||
| Current long-term debt, net of discount of $ | ||||||||
| Lines of credit | ||||||||
| Liabilities held for sale, net of discount of $ |
- | |||||||
| Other current liabilities | - | |||||||
| Total Current Liabilities | ||||||||
| Long-term debt, net of discount of $ | ||||||||
| Lease security deposit | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | - | - | ||||||
| Equity (Deficit): | ||||||||
| Preferred Series A - | ||||||||
| Preferred Series D - | ||||||||
| Preferred stock value | ||||||||
| Common Stock - $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Equity (Deficit) | $ | $ | ||||||
See accompanying notes to these consolidated financial statements.
| F-2 |
SELECTIS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Twelve Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Rental revenue | $ | - | $ | |||||
| Healthcare revenue | ||||||||
| Management fee revenue | - | |||||||
| Total Revenue | ||||||||
| Expenses | ||||||||
| Property taxes, insurance and other operating | ||||||||
| General and administrative | ||||||||
| Provision for credit losses | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other (Income) Expense | ||||||||
| Gain on sale of asset | - | ( | ) | |||||
| Interest Expense, net | ||||||||
| Loss on debt extinguishment | - | |||||||
| Income from employee retention credits | ( | ) | - | |||||
| Other income, net | ( | ) | ( | ) | ||||
| Total other income, net | ( | ) | ( | ) | ||||
| Loss before taxes | ( |
) | ( |
) | ||||
| Provision for income taxes | - | |||||||
| Net Loss | ( | ) | ( | ) | ||||
| Series D preferred dividends | ( | ) | ( | ) | ||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | ||
| Per Share Data: | ||||||||
| Net Loss per Share Attributable to Common Stockholders: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to these consolidated financial statements.
| F-3 |
SELECTIS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
| Series A Preferred Stock | Series D Preferred Stock | Common Stock | Selectis Health, Inc. | |||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount |
Additional
Paid-In | Accumulated Deficit | Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Series D preferred dividends | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Series D preferred dividends | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of common stock warrants | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to these consolidated financial statements.
| F-4 |
SELECTIS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Twelve Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of deferred loan costs and debt discount | ||||||||
| Provision for credit loss | ||||||||
| Gain on sale of asset | - | ( | ) | |||||
| Loss on extinguishment of debt | - | |||||||
| Gain on debt forgiveness | ( | ) | - | |||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Other current liabilities | - | |||||||
| Lease security deposits | ||||||||
| Cash provided by (used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Proceeds from sale of land and building | - | |||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash (used in) provided by investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds on debt, non-related party | ||||||||
| Payments on debt, non-related party | ( | ) | ( | ) | ||||
| Proceeds from line of credit | ||||||||
| Payments on line of credit | ( | ) | ( | ) | ||||
| Payments on related party debt | - | ( | ) | |||||
| Dividends paid on preferred stock | ( | ) | - | |||||
| Cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of the period | ||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||||||
| Dividends declared on Series D preferred stock | $ | $ | ||||||
| Payoff of secured fixed rate mortgage loan | $ | - | $ | |||||
See accompanying notes to these consolidated financial statements.
| F-5 |
SELECTIS HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of the Business
Selectis Health, Inc (“Selectis” or “we” or the “Company”) owns and operates, through wholly-owned subsidiaries Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the Midwest, South and Southeastern portions of the US.
The Company acquires, develops, leased and manages healthcare real estate and provides healthcare operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following healthcare operations: (i) senior housing (including independent and assisted living) and (ii) post-acute/skilled nursing. We will make investments within our healthcare operations using the following six investment products: (i) direct ownership of properties, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management, (v) the Housing and Economic Recovery Act of 2008 (“RIDEA”), which represents investments in senior housing operations utilizing the structure permitted by RIDEA and (vi) owning healthcare operations.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is the sole member of various consolidated limited liability companies established to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation.
The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest.
Liquidity and Going Concern
The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.
For
the year ended December 31, 2025 the Company had a net working capital deficit of $
| ● | Increasing revenue by increasing occupancy in the facilities and increasing Medicaid reimbursement rates; | |
| ● | Sale of certain facilities; | |
| ● | Controlling operating expenses; and | |
| ● | Seeking additional capital through the issuance of debt or equity securities, or the sale of assets. |
The focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working capital should alleviate any substantial doubt about the Company’s ability to continue as a going concern. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates included herein relate to the recoverability of assets and the fair value of certain assets and liabilities. Actual results may differ from estimates.
| F-6 |
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Restricted Cash
Restricted cash consisted of the following as of December 31:
SCHEDULE OF RESTRICTED CASH AND CASH EQUIVALENTS
| 2025 | 2024 | |||||||
| Funds held in escrow under the terms of notes for future capital expenditures, repairs and maintenance | $ | $ | ||||||
The increase in the restricted cash account for the year ended December 31, 2025 can be attributed to repairs and maintenance cost incurred during the year ended December 31, 2024 resulting in the Company needing to replenish the funds during the year ended December 31, 2025.
Concentration of Credit Risk
The
Company maintains deposits in financial institutions that at times exceed the insured amount of $
The
Company’s accounts receivable and revenue are significantly concentrated with governmental agencies, primarily Medicare and Medicaid.
As of December 31, 2025, approximately
Property and Equipment
In accordance with purchase accounting guidance established for entities under common control, the property and equipment acquired from entities under common control are stated at their carrying value on the date of acquisition. Property and equipment acquired from entities that are not under common control is recorded at its estimated fair value. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions or projected cash flows of properties using standard industry valuation techniques.
Upon acquisition of real estate properties determined to be asset acquisitions, the Company determines the total purchase price of each property and allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair value estimates are based on information obtained from independent appraisals, other market data, and information obtained during due diligence period. Acquisition-related costs such as due diligence, legal and accounting fees are included in the purchase price. Initial valuations are subject to change during the measurement period, but the period ends as soon as the information is available. The measurement period shall not exceed one year from the date of acquisition.
| F-7 |
Upon acquisition of business entities and real estate determined to be a business combination, the Company identifies and recognizes the net tangible and identified intangible assets based on fair values, and net assets as goodwill or gain on bargain purchase. Fair value estimates are based on information obtained from independent appraisals, other market data, information obtained during due diligence and information related to the marketing, leasing, and or operating at the specific property. Acquisition-related costs such as due diligence, legal and accounting fees are expensed as incurred. Initial valuations are subject to change during the measurement period, but the period ends as soon as the information is available. The measurement period shall not exceed one year from the date of acquisition.
Any subsequent betterments and improvements are stated at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, and tenant improvements are amortized over the shorter of the useful life or remaining term of the lease. Useful lives of the assets are summarized as follows:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT, ESTIMATED USEFUL LIVES
| Land Improvements | ||
| Buildings | ||
| Tenant improvements | Useful life or term of lease | |
| Furniture, Fixtures and Equipment |
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of property and equipment may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition, and other factors. If impairment exists, due to the inability to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property and equipment. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions or projected cash flows of the property using standard industry valuation techniques.
Debt Issuance Costs
Debt
issuance costs are amortized over the life of the related loan using the straight-line method, which approximates the effective interest
method. Amortization expense for the years ended December 31, 2025 and 2024 totaled $
Goodwill
Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than it’s carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
| F-8 |
The
Company has recorded Goodwill in connection with business acquisitions during the year ended December 31, 2020. During the years ended
December 31, 2025 and 2024, the Company recorded
Revenue Recognition
Rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements.
The Company’s leases may be subject to annual escalations of the minimum monthly rent required under each lease. The accompanying consolidated financial statements reflect rental income on a straight-line basis over the term of each lease. During the year ended December 31, 2025 and 2024, the Company did not terminate leases that would result in annual escalations.
When the lessee is the owner of any improvements, any lessee improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. As of December 31, 2025 and 2024, there were no deferred lease incentives recorded.
The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates. Under the accounting guidance our revenues are presented net of estimated contractual allowances, and we no longer present the contractual allowance as a separate line item on our balance sheet.
The Company reviews its calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectible portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater emphasis given to current trends. This calculation is routinely analyzed by the Company based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed.
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by the third party payer or payers. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member.
Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care are based upon the payment terms specified in the related contractual agreements.
| F-9 |
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined. In relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process.
Allowance for Credit Losses
In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables.
As
part of the analysis, the Company determined that all trade accounts receivable were of similar risk. Given the economy and our services
provided, we determined the trade accounts receivable would not be impacted. The Company recorded an allowance of $
The
CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against
certain employment taxes of up to $
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. During the years ended December 31, 2025 and 2024, the Company did not record stock-based compensation within the statement of operations.
Fair Value Measurements
The Company utilizes the methods of fair value measurement as described in ASC 820 “Fair Value Measurement” (ASC 820) to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.
| F-10 |
Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.
Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2025, and 2024.
The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.
Upon acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price based on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs. These Level 3 inputs can include comparable sales values, discount rates, and capitalization rates from a third-party appraisal or other market sources.
Income Taxes
As previously disclosed in the “Organization and Description of the Business” section of this Note, the Company’s focus has partially shifted from leasing nursing home assets to independent operators toward owning and operating its real estate assets itself.
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740 “Income Taxes”. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates resulting from new legislation is recognized in income in the period of enactment. A valuation allowance is established against deferred tax assets when management concludes that the “more likely than not” realization criteria has not been met. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.
Income (Loss) Per Common Share
Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.
Diluted earnings per share are based on the assumption that all dilutive options and warrants were converted or exercised by applying the treasury stock method and that all convertible preferred stock were converted into common shares by applying the if-converted method. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, the preferred dividends applicable to convertible preferred stock are added back to the numerator. The convertible preferred stock is assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator.
We calculate basic earnings per share by dividing net loss attributable to common stockholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding options, warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible preferred stock outstanding, except where the impact would be anti-dilutive.
| F-11 |
The following table sets forth the computation of basic and diluted earnings per share:
SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator for basic earnings per share: | ||||||||
| Net Loss Attributable to Selectis Health, Inc. | $ | ( | ) | $ | ( | ) | ||
| Series D preferred dividends | ( | ) | ( | ) | ||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator for basic and diluted earnings per share: | ||||||||
| Weighted Average Common Shares Outstanding – Basic and diluted | ||||||||
| Net Loss per Share Attributable to Common Stockholders: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
Warrants
to purchase
Segment Reporting
The Company operates through a single operating and reportable segment focused on the business of operating assisted living facilities, independent living facilities, and skilled nursing facilities across the South and Southeastern portions of the US. The Company manages all business activities on a consolidated basis. The Company’s chief operating decision maker (CODM) is the Chief Executive Officer.
The CODM evaluates the performance of the operating segment and allocates resources based on net loss that also is reported on the consolidated statements of operations and comprehensive loss as net loss. The measure of the operating segment assets is reported on the consolidated balance sheet as total assets.
The CODM uses net loss to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources. The significant expense categories regularly provided to the CODM include property taxes, insurance and other operating expenses and general and administrative expenses. These expense categories are reported as separate line items in our consolidated statements of operations and comprehensive loss. All our revenue is attributable to the United States and to our single operating segment.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. The Company adopted ASU 2023-09 on January 1, 2025 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Recently issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (i) better understand the entity’s performance, (ii) better assess the entity’s prospects for future cash flows, and (iii) compare an entity’s performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-03.
The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2024. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.
2. PROPERTY AND EQUIPMENT, NET
The gross carrying amount and accumulated depreciation of the Company’s property and equipment as of December 31, 2025 and 2024 are as follows:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
| December 31, 2025 | December 31, 2024 | |||||||
| Land | $ | $ | ||||||
| Land Improvements | ||||||||
| Buildings and Improvements | ||||||||
| Furniture, Fixtures and Equipment | ||||||||
| Property and Equipment, gross | ||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Property and Equipment, net | $ | $ | ||||||
| Depreciation Expense (excluding Intangible Assets) | $ | $ | ||||||
| F-12 |
As
of December 31, 2025 $
3. DEBT AND DEBT – RELATED PARTIES
The following is a summary of the Company’s debt and debt – related parties outstanding as of December 31, 2025 and 2024:
SCHEDULE OF DEBT OUTSTANDING
| December 31, 2025 | December 31, 2024 | |||||||
| Senior Secured Promissory Notes | $ | $ | ||||||
| Senior Secured Promissory Notes - Related Parties | ||||||||
| Fixed-Rate Mortgage Loans | ||||||||
| Variable-Rate Mortgage Loans | ||||||||
| Line of Credit | ||||||||
| Other Debt, Subordinated Secured | - | |||||||
| Other Debt, Subordinated Secured - Seller Financing | - | |||||||
| Total | ||||||||
| Unamortized Discount and Debt Issuance Costs | ( | ) | ( | ) | ||||
| Total debt, net of discount | $ | $ | ||||||
| As presented in the Consolidated Balance Sheets: | ||||||||
| Current Maturities of Long-Term Debt, Net | $ | $ | ||||||
| Current Maturities of Long-Term Debt, Net classified within liabilities held for sale (1) | - | |||||||
| Short Term Debt – Related Parties, Net | ||||||||
| Line of Credit - Current | ||||||||
| Long-Term Debt | ||||||||
| (1) |
The
weighted average interest rate and term of our fixed rate debt are
The
weighted average interest rate and term of our fixed rate debt are
Corporate Senior and Senior Secured Promissory Notes
Senior Secured Notes
The senior secured notes are subject to annual interest of
In
2017, $
In
October 2017, the Company sold an aggregate of $
| F-13 |
In
October 2018, the Company, through a registered broker-dealer acting as Placement Agent, undertook a private offering to accredited investors
of Units, each Unit consisting of an
On
January 17, 2020, the Board of Directors agreed to increase the total offering amount and extend the period of its 2018 Offering of
These
notes were extended to
Effective
June 27, 2023, pursuant to an Allonge and Modification Agreement a Majority in Interest of the senior secured note holders agreed to
extend the maturity date of the notes to
Effective
December 31, 2024, pursuant to the Second Amended and Restated Allonge and Modification Agreement a Majority in Interest of the senior
secured note holders agreed to extend the maturity date of the notes to
Effective
December 31, 2025, pursuant to the Third Amended and Restated Allonge and Modification Agreement a Majority in Interest of the senior
secured note holders agreed to extend the maturity date of the notes to
The Company evaluated the Amendment Agreement and the amendment was not required to be accounted for as a Troubled Debt Restructuring under ASC 470-60 as no concession was granted to the Company. The Company then evaluated the Second Amended and Restated Allonge and Modification Agreement was not required to be accounted for as an extinguishment under ASC 470-50, Debt – Modifications and Extinguishment. The Company recorded the debt as a modification. As a result of the new warrants, the Company recorded the incremental increase in fair value as a debt discount which is being amortized over the extended life of the notes of twelve months.
| F-14 |
Mortgage Loans and Lines of Credit Secured by Real Estate
Mortgage loans and other debts such as lines of credit are collateralized by all assets of each nursing home property and an assignment of its rents. Collateral for certain mortgage loans includes the personal guarantee of a former but no longer related party, or corporate guarantees. Mortgage loans for the periods presented consisted of the following:
SCHEDULE OF MORTGAGE LOAN DEBT
| Number of | Total Face | Total Principal Outstanding as of | ||||||||||||||
| State | Properties | Amount | December 31, 2025 | December 31, 2024 | ||||||||||||
| Arkansas(1) | $ | $ | $ | |||||||||||||
| Georgia(2) | $ | $ | $ | |||||||||||||
| Ohio(3) | $ | $ | $ | |||||||||||||
| Oklahoma(4) | $ | $ | $ | |||||||||||||
| $ | $ | $ | ||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |
Subordinated, Corporate, and Other Debt
Other debt due at December 31, 2025 and 2024 includes unsecured notes payable issued to entities controlled by the Company used to facilitate the acquisition of the nursing home properties.
SCHEDULE OF OTHER DEBT
Total Principal Outstanding as of | ||||||||||||||||
| Property | Face Amount | December 31, 2025 | December 31, 2024 | Stated Interest Rate | Maturity Date | |||||||||||
| Goodwill Nursing Home | $ | $ | - | $ | - | |||||||||||
| Higher Call Nursing Center (1) | - | - | ||||||||||||||
| $ | $ | - | $ | |||||||||||||
| (1) |
Our corporate debt at December 31, 2025 and 2024 includes unsecured notes and notes secured by all assets of the Company not serving as collateral for other notes.
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS
Total Principal Outstanding as of | ||||||||||||||||
| Series | Face Amount | December 31, 2025 | December 31, 2024 | Stated Interest Rate | Maturity Date | |||||||||||
| Senior Secured Promissory Notes | $ | $ | $ | |||||||||||||
| Promissory Note – Southern Bank | - | |||||||||||||||
| Senior Secured Promissory Notes – Related Party | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
All of the Senior Secured Promissory Notes issued to related and non-related parties were redeemed in January 2026.
Lines of Credits
On
April 12, 2024, the Company entered into a Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit
in the principal amount limit of $
In November 2024, the Company entered into another
Commercial Line of Credit Agreement and Note with Southern Bank for a secured line of credit in the principal amount limit of $
As
of December 31, 2025, the balance outstanding on the Commercial Line of Credits is $
| F-15 |
Amortization of Debt Discount
Amortization
expense for debt issuance costs and debt discounts totaled $
Future maturities and principal payments of all notes payable listed above for the next five years and thereafter are as follows:
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE
| Year Ending December 31 | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total (without debt discount) | $ | |||
4. STOCKHOLDERS’ EQUITY
Preferred Stock
The
Company has authorized
Series A Convertible Redeemable Preferred Stock
The
Company’s Board of Directors has authorized
As
of December 31, 2025 and 2024, the Company has
Series D Convertible Preferred Stock
The
Company has established a class of preferred stock designated Series D Convertible Preferred Stock (“Series D preferred stock”)
and authorized an aggregate of
As
of December 31, 2025, and 2024 the Company had
For
years ended December 31, 2025 and 2024, the Company declared $
Common Stock
The
Company’s Board of Directors has authorized
| F-16 |
Common Stock Warrants
As
of December 31, 2025 and 2024, the Company had
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number of | Weighted Average | Number of | Weighted Average | |||||||||||||
| Warrants | Exercise Price | Warrants | Exercise Price | |||||||||||||
| Beginning Balance | $ | $ | ||||||||||||||
| Issued | ||||||||||||||||
| Cancelled | - | - | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Expired | ( | ) | ( | ) | ||||||||||||
| Ending Balance | $ | $ | ||||||||||||||
Common Stock Options
In May 2021, the Company adopted its 2021 Equity Incentive Plan and authorized an aggregate of
SCHEDULE OF COMMON STOCK OPTIONS ACTIVITY
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number of | Weighted Average | Number of | Weighted Average | |||||||||||||
| Options | Exercise Price | Options | Exercise Price | |||||||||||||
| Beginning Balance | $ | $ | ||||||||||||||
| Issued | - | - | - | - | ||||||||||||
| Cancelled | - | - | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Expired | ( | ) | - | - | - | |||||||||||
| Ending Balance | - | $ | - | $ | ||||||||||||
5. SALE OF GOODWILL HUNTING
The
Company’s wholly-owned subsidiary, Goodwill Hunting, LLC (the “Seller”), consummated and closed the sale of property
located in Macon, Bibb County, Georgia, including the skilled nursing facility known as Archway Transitional Care Center1 (collectively,
“the Archway Property”). In accordance with the original Purchase and Sale Agreement (the “PSA”) executed on
May 1, 2024, Bibb County Holdings II, LLC (the “Purchaser”) has purchased the Archway Property for $
A summary of the sale is as follows:
SCHEDULE OF SALE
| Description | Amount | |||
| Cash | $ | |||
| Security Deposit | ||||
| Interest Expense | ||||
| Notes Payable | ||||
| G&A Closing Costs | ||||
| Sale Total | $ | |||
| F-17 |
As part of the sale of the property, the Company recorded a gain on the sale of the property. A summary of the gain is as follows:
SCHEDULE OF GAIN ON THE SALE OF THE PROPERTY
| Description | Amount | |||
| Cash | $ | |||
| Security Deposit | ||||
| Accrued Interest | ||||
| Notes Payable | ||||
| Prepaid Rent | ( | ) | ||
| Land & Buildings | ( | ) | ||
| Total Gain on Sale of Goodwill Hunting | $ | |||
6. FACILITY LEASES
The following table summarizes our leasing arrangements related to the Company’s healthcare facilities at December 31, 2024:
SCHEDULE OF FACILITY LEASE
| Monthly | Lease | |||||||
| Facility | Lease Income (1) | Expiration | Renewal Option if Any | |||||
| Goodwill Hunting LLC(1) | $ | |||||||
| (1) |
Lessees were responsible for payment of insurance, taxes, and other charges while under the lease. Should the lessees not pay all such charges as required under the leases, or if there is no tenant, the Company may become liable for such operating expenses. We have been required to cover those expenses at Glen Eagle as well as the Southern Hills SNF, ALF and ILF, Meadowview, Higher Call, Edwards, Fairland, Sparta, and Warrenton properties.
7. INCOME TAXES
The following is the breakdown of the Company’s income tax expenses for the years ended:
SCHEDULE OF INCOME TAX EXPENSES
| Income Tax Expense: | December 31, 2025 | December 31, 2024 | ||||||
| Current Federal | $ | - | $ | - | ||||
| Current State | - | |||||||
| Current Income Tax Expenses | - | |||||||
| Deferred Federal | - | - | ||||||
| Deferred State | - | - | ||||||
| Deferred Income Tax Expense | - | - | ||||||
| Total Income Tax Expense | $ | $ | - | |||||
The Company and its subsidiaries are subject to income taxes on income arising in, or derived from, the tax jurisdictions in which they operate. The Company files federal, Alabama, Arkansas, Colorado, Georgia, Ohio and Oklahoma income tax returns. The Company is current with all its federal and state tax filings. The 2020 through 2023 tax years generally remain subject to examination by the IRS and various state taxing authorities, although the Company is not currently under examination in any jurisdiction.
The following is a reconciliation of the federal statutory tax rate and the effective tax rate as a percentage and dollars for the years ended December 31, 2025 and 2024:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| 2025(%) | 2024(%) | |||||||
| Statutory Federal Income Tax Rate | ( | )% | ( | )% | ||||
| Prior Year True-ups | ( | )% | ( | )% | ||||
| Permanent Difference | % | % | ||||||
| State Taxes | % | ( | )% | |||||
| Other | - | % | % | |||||
| Change in Valuation Allowance | % | % | ||||||
| Effective tax rate | % | - | % | |||||
| 2025 ($) | 2024 ($) | |||||||
| Statutory Federal Income Tax Rate | ( | ) | ( | ) | ||||
| Prior Year True-ups | ( | ) | ( | ) | ||||
| Permanent Difference | ||||||||
| State Taxes | ( | ) | ||||||
| Other | - | |||||||
| Change in valuation allowance | ||||||||
| Effective tax rate | - | |||||||
| F-18 |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The components of deferred tax assets as of December 31, 2025 and 2024 are as follows:
SCHEDULE OF DEFERRED TAX ASSETS
| 2025 | 2024 | |||||||
| Deferred Tax Assets: | ||||||||
| Net Operating Loss Carryforwards | $ | $ | ||||||
| Impairment Loss on Long Term Assets | ||||||||
| Section 163 (j) Limitation | | |||||||
| Credit Loss Allowance | ||||||||
| Total deferred tax assets | ||||||||
| Deferred Tax Liabilities: | ||||||||
| Property and Equipment | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Deferred Tax Liabilities | ( | ) | ( | ) | ||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Net Deferred Tax Asset | $ | - | $ | - | ||||
The valuation allowance at December 31, 2025 and 2024 was primarily related to federal net operating loss carryforwards that, in the judgment of management, are not more-likely-than-not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will not realize the benefits of these deductible differences, net of the existing valuation allowance at December 31, 2025.
As of December 31, 2025 and 2024,
the Company has $
When
more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of
net operating loss carry forwards in the years following the change in ownership. In September 2013, the Company had a split-off, in
which the business activities changed from gaming casinos into real estate related to long-term care. The Company determined that the
pre-2013 net operating losses of $
Pursuant to the One Big Beautiful Bill Act (OBBBA) enacted in 2025, the limitation on the deductibility of business interest expense under Internal Revenue Code Section 163(j) was modified. Specifically, the calculation of Adjusted Taxable Income (ATI) now permanently includes the add-back of depreciation, amortization, and depletion (the ‘EBITDA’ metric). This legislative change has significantly increased the Company’s interest expense deduction capacity for the current year, resulting in a reduction in disallowed interest expense for 2025.
We
have evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. During the period
of 2016 to 2021, the Company had recorded bad debt allowances that should have had been adjusted on income tax returns but were not.
Consent from the IRS is needed to change the accounting method on tax treatment of bad debt allowance. As of December 31, 2021, the Company
has $
8. GOODWILL
Goodwill
is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. During the years ended December 31, 2025 and 2024,
the Company recorded
Following is a summary of goodwill for the years ended December 31, 2025 and 2024:
SCHEDULE OF ACTIVITIES IN GOODWILL
| Balance, December 31, 2023 | $ | |||
| Goodwill acquired in 2024 | - | |||
| Balance, December 31, 2024 | ||||
| Goodwill acquired in 2025 | - | |||
| Balance, December 31, 2025 | $ |
| F-19 |
9. ASSETS HELD FOR SALE
On
December 5, 2025, the Company entered into a letter of intent to sell certain wholly-owned subsidiaries (collectively the “Sellers”)
of the “Company ATL/WARR, LLC and PROVIDENCE HR, LLC, each a Georgia limited liability company, consummated a definitive Purchase
and Sale Agreement (“ January 2026 PSA”) with GA SNF SPARTA GA LLC and GA SNF WARRENTON GA LLC, both limited liability companies
in exchange for $
During
the fourth quarter of 2025, the Company reclassified $
The following table sets forth the assets held for sale at December 31, 2025 relating to the pending sale of the two Georgia facilities:
SCHEDULE OF ASSETS HELD FOR SALE
| December 31, 2025 | ||||
| Property and equipment, net | $ | |||
| Debt attributed to assets held for sale | $ | ( |
) | |
| Accounts payable attributed to assets held for sale | $ | ( |
) | |
10. LEGAL PROCEEDINGS
The Company and/or its affiliated subsidiaries provide patient care at or through their facilities. As such, the Company and its affiliated subsidiaries are subject from time to time to claims of negligence resulting in injury or death to residents. The Company maintains comprehensive general liability insurance and professional liability insurance in sufficient amounts to cover most material exposure resulting from these claims. The cost of defense is generally covered by these liability policies subject to reasonable reserves and deductibles. Nevertheless the Company does have exposure to these claims which in some cases can be material. There can be no assurance that the Company’s portfolio of insurance products will be adequate to cover all potential exposure or prevent material adverse financial losses.
The following represent some of the matters pending as of the date of this Report:
Hines v. Global Abbeville LLC, d/b/a Glen Eagle, et al, Superior Court of Warren County, State of Georgia, Civil Action No.2023-CV-094
This is a personal injury lawsuit filed on September 11, 2023 against various defendants arising from injuries several months after being admitted to the Glen Eagle facility. The complaint alleges that the facility was negligent in the care administered to the plaintiff which resulted in the injuries, which the Company denies. The Company has referred the litigation to its insurance company for management and believes that its exposure in this matter is de minimus.
11. COMMITMENTS AND CONTINGENCIES
General and Professional Liability Insurance and Lawsuits
The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. The Company purchases insurance through third party providers that provides coverage for these claims.
There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.
Governmental Regulations
Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs.
| F-20 |
12. SUBSEQUENT EVENTS
January 2026 Purchase and Sale Agreement
On January 15, 2026, the Company’s subsidiaries ATL/WARR, LLC and PROVIDENCE HR, LLC, each a Georgia limited liability company (“the Sellers”), consummated the January 2026 PSA with the Purchaser Pursuant to the January 2026 PSA, each Seller agreed to sell substantially all of the real and personal property owned by each ( the “Disposition”), namely the skilled nursing facilities located at (i) 60 Providence Street, Sparta, Georgia, 31087, upon which is located that certain 71-bed skilled nursing facility commonly known as “Providence of Sparta Health and Rehabilitation” (the “Sparta Facility”), and (ii) 813 Atlanta Highway, Warrenton, Georgia, 30828, 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 paid by Purchaser for the two (2) Facilities under the PSA was an aggregate of $
Concurrently with the consummation of the January 2026 PSA, the controlled lease operators of the Facilities (“Old Operators”) consummated an Operations Transfer Agreement (“OTA”) with controlled subsidiaries of the Purchasers (“New Operators”) under which all assets and operations of Old Operators were transferred to New Operators. No additional or separate consideration was paid by New Operators for the assets and operations so assigned.
March 2026 Purchase and Sale Agreement
Effective on March 5, 2026, the Company caused two of the Company’s wholly-owned subsidiaries Global Abbeville Property, LLC and Dodge NH, LLC, each a Georgia limited liability company (each a “Seller”) to execute and deliver a definitive Purchase and Sale Agreement (“March 2026 PSA”) with two newly formed entities: Abbeville Crossing Propco of Journey LLC and Eastman Trails Propco of Journey 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 206 Main Street E, Abbeville, Georgia, upon which is located that certain 101-bed skilled nursing facility commonly known as “Glen Eagle Healthcare and Rehab” (the “Glen Eagle Facility”); and at 556 Chester Highway, Eastman, Georgia, upon which is located that certain 100-bed skilled nursing facility commonly known as “Eastman Healthcare and Rehab” (the “Eastman Facility”, and together with the Glen Eagle Facility, the “Facilities”).
The
purchase price to be paid by Purchasers for the Facilities is $
Consummation of the March 2026 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 Global Abbeville, LLC, a Georgia limited liability company, and Global Eastman, LLC, a Georgia limited liability company (collectively, the “Existing Operators”). Concurrently with the execution of the March 2026 PSA, the Company caused the Existing Operators to execute an Operations Transfer Agreement (“OTA”) with two newly formed entities affiliated with the Purchasers, Abbeville Crossing of Journey LLC and Eastman Trails 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.
2025 Escrow Agreement Release
Effective on February 7, 2025, the Company caused three of the Company’s wholly-owned subsidiaries Global Abbeville Property, LLC, Dodge NH, LLC, and ATL/WARR, LLC, each a Georgia limited liability company (each a “Seller”), to execute and deliver a definitive Purchase and Sale Agreement (“February 2025 PSA”) with Abbeville Propco Holdco, LLC, a Delaware limited liability company (“Purchaser”) and also caused a fourth subsidiary, Providence HR, LLC, a Georgia limited liability company, to execute and deliver an additional Purchase and Sale Agreement (also a “Seller”) with the Purchaser. Pursuant to both PSAs each Seller agreed to sell substantially all of the real and personal property owned by each, namely the skilled nursing facilities located at (i) 206 Main Street East, Abbeville, Georgia, 31001, upon which is located that certain 101-bed skilled nursing facility commonly known as “Glen Eagle Healthcare & Rehab” (the “Glen Eagle Facility”), (ii) 556 Chester Highway, Eastman, Georgia, 31023, upon which is located that certain 100-bed skilled nursing facility commonly known as “Eastman Healthcare & Rehab” (the “Eastman Facility”), (iii) 60 Providence Street, Sparta, Georgia, 31087, upon which is located that certain 71-bed skilled nursing facility commonly known as “Providence of Sparta Health and Rehabilitation” (the “Sparta Facility”), and (iv) 813 Atlanta Highway, Warrenton, Georgia, 30828, 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 Eastman Facility, Glen Eagle Facility, and Sparta Facility, the “Facilities”).
The
February 2025 PSA was cancelled in July 2025 and in January 2026 the Company repaid $
Tender Offer
On March 10, 2026 the Company received a tender offer
of $
| F-21 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SELECTIS HEALTH, INC. | ||
| Date: April 15, 2026 | By: | /s/ Adam Desmond |
| Adam Desmond | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Adam Desmond |
||||
| Adam Desmond | Director and Chief Executive Officer (Principal Executive and Financial Officer) | April 15, 2026 | ||
| /s/ Clifford Neuman | ||||
| Clifford Neuman | Director | April 15, 2026 | ||
| /s/ Kent Lund | ||||
| Kent Lund | Director | April 15, 2026 | ||
| /s/ Lance Baller | ||||
| Lance Baller | Director | April 15, 2026 | ||
| /s/ Richard Huebner | ||||
| Richard Huebner | Director | April 15, 2026 |
| 47 |