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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 31, 2026
SELECTIS
HEALTH, INC.
(Exact
name of registrant as specified in its charter)
| Utah |
|
0-15415 |
|
87-0340206 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 600
17th Street, Suite 2800, Denver, Colorado |
|
80202 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (720) 680-0808
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the
Exchange Act.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory
Note.
As
previously disclosed, on June 22, 2026, Selectis Health, Inc. (the “Company”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Black Pearl Equities II, LLC, a New York limited liability company (“Purchaser”),
and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”). Black Pearl
Equities, LLC, a New York limited liability company (“Parent”), is the sole member of Purchaser.
Pursuant
to the Merger Agreement, Parent, Purchaser and Merger Sub commenced a tender offer on July 13, 2026 (as amended and extended, the “Offer”)
to purchase all issued and outstanding shares of the Company’s common stock, par value $0.05 per share (the “Shares”),
at a price of $5.75 per Share in cash, without interest and subject to applicable withholding taxes (the “Offer Price”).
The Offer expired at 5:00 p.m., New York City time, on August 31, 2026.
On
August 31, 2026, Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, advised Parent and Purchaser that 2,789,027
Shares (excluding Shares delivered pursuant to guaranteed-delivery procedures for which timely delivery had not yet occurred), representing
approximately 90.93% of the Shares outstanding immediately prior to the expiration of the Offer, had been validly tendered and not validly
withdrawn. The number of Shares tendered satisfied the Minimum Tender Condition. All conditions to the Offer having been satisfied or
waived, Merger Sub accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Acceptance
Time”). Parent has advised the Company that payment for the accepted Shares will be made promptly in accordance with the terms
of the Offer and applicable law.
Pursuant
to the Merger Agreement, Parent will complete the acquisition of the Company through a merger (the “Merger”) without a vote
or meeting of the Company’s stockholders, pursuant to Section 16-10a-1108 of the Utah Revised Business Corporation Act. Each of
the remaining Shares of the Company’s common stock not purchased in the Offer will be converted into the right to receive the same
$5.75 in cash per Share that was paid in the Offer. Upon completion of the Merger, the Company will become an indirect wholly owned subsidiary
of Parent.
The
foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026 and is incorporated
herein by reference.
Item
1.01. Entry into a Material Definitive Agreement.
On
August 31, 2026, Purchaser and Merger Sub (together with the Company following completion of the Merger, the “Borrowers”)
entered into a Credit Agreement (the “Credit Agreement”) with Milrose Capital, LLC, a Delaware limited liability company
(“Milrose”), and SCG Experts Corp. (together with Milrose, the “Lenders”), and Milrose, in its capacity as collateral
agent for the Lenders (in such capacity, the “Agent”).
Pursuant
to the Credit Agreement, the Lenders provided the Borrowers with term loans in an aggregate principal amount of $18,226,250.00 (the “Term
Loans”), consisting of (i) a term loan in the principal amount of $10,024,437.50 made by Milrose (“Term Loan A”) and
(ii) a term loan in the principal amount of $8,201,812.50 made by SCG Experts Corp. (“Term Loan B”). The proceeds of the
Term Loans were used to pay the aggregate Offer Price and Merger Consideration (as defined below) in connection with the transactions
contemplated by the Merger Agreement and to pay related transaction fees and expenses. The Merger Agreement was previously disclosed
in the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2026.
The
Term Loans bear interest at a fixed rate of 5.0% per annum and mature on August 28, 2031 (the “Term Loan Maturity Date”).
Commencing on September 1, 2027, and continuing on the first day of each month thereafter through the Term Loan Maturity Date, principal
and interest are payable in monthly installments of $230,855.71 with respect to Term Loan A and $188,881.95 with respect to Term Loan
B. The Borrowers may voluntarily prepay the Term Loans, in whole or in part, at any time without premium or penalty.
The
Credit Agreement contains customary representations and warranties, affirmative and negative covenants, financial covenants, including
a minimum portfolio actual debt service coverage ratio, and events of default.
In
connection with the Credit Agreement, the Borrowers and certain of their subsidiaries granted a continuing security interest in substantially
all of their assets, and certain equity holders of the Borrowers and their subsidiaries pledged the issued and outstanding equity interests
in certain entities, to secure the obligations under the Credit Agreement and the other loan documents. In addition, certain principals
of Parent guaranteed the payment and performance by the Borrowers of their obligations under the loan documents.
The
foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in the Introductory Note and under Items 1.01, 3.03, 5.01 and 5.02 of this Current Report on Form 8-K is incorporated
herein by reference.
At
the Acceptance Time, Merger Sub accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Parent
has advised the Company that payment for the accepted Shares will be made promptly in accordance with the terms of the Offer and applicable
law. Upon completion of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held in treasury or owned directly by the Company, any subsidiary of the Company, Purchaser or Merger Sub, and
Shares held by stockholders who properly exercise and perfect appraisal rights under Utah law) will be cancelled and converted into the
right to receive $5.75 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”).
At
the Effective Time, each outstanding and unexercised warrant to purchase Shares will be automatically cancelled and converted into the
right to receive, for each Share subject to the warrant, an amount in cash equal to the excess, if any, of the Merger Consideration over
the applicable exercise price, without interest and subject to applicable withholding taxes. Any warrant with an exercise price equal
to or greater than the Merger Consideration will be cancelled without payment. Any other Company equity awards outstanding immediately
prior to the Effective Time will be treated in accordance with the terms of the Merger Agreement.
The
aggregate cash consideration payable in the Offer and the Merger is approximately $17,635,589, excluding amounts payable in respect of
Company warrants and other equity awards. The Offer Price, the Merger Consideration and related transaction fees and expenses were funded
with the proceeds of the Term Loans described under Item 1.01 of this Current Report on Form 8-K.
Item
3.03. Material Modification to Rights of Security Holders.
The
information set forth in the Introductory Note and under Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein
by reference.
Upon
completion of the Merger, each holder of Shares immediately prior to the Effective Time will cease to have any rights as a stockholder
of the Company, other than the right to receive the Merger Consideration or, in the case of stockholders who properly exercise and perfect
appraisal rights, the rights provided under applicable Utah law. The Shares will no longer be quoted on the OTCQB market, and the Company
intends to terminate the registration of the Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act by filing a Form 15 with the SEC
as promptly as practicable.
Item
5.01. Changes in Control of Registrant.
The
information set forth in the Introductory Note and under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated
herein by reference.
As
a result of the acceptance for payment of the Shares pursuant to the Offer, a change in control of the Company occurred at the Acceptance
Time. Upon completion of the Merger at the Effective Time, the Company will become a wholly owned subsidiary of Purchaser. The information
regarding the consideration paid and the source of funds used in connection with the transactions set forth under Items 1.01 and 2.01
is incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 1, 2026, Lance J. Baller resigned
as a member of the Company’s Board of Directors (the “Board”), and from all committees of the Board on which he served,
effective immediately. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On September 1, 2026, Abraham Schwartz and Zalman
Schapiro were appointed as directors of the Company effective as of September 1, 2026. Messrs. Schwartz and Schapiro were designated
for election to the Board by Parent in connection with the tender offer by Merger Sub for shares of the Company’s common stock,
made pursuant to the Agreement and Plan of Merger, dated as of June 22, 2026, by and among the Company, Parent, Black Pearl Equities
II, LLC and Merger Sub. Mr. Schwartz serves as Chief Executive Officer of Parent and Mr. Schapiro is a principal of Parent. Neither Mr.
Schwartz nor Mr. Schapiro has been appointed to any committee of the Board as of the date of this Current Report on Form 8-K.Other than
as described above and in the Merger Agreement, neither Mr. Schwartz nor Mr. Schapiro has any interest, direct or indirect, in any transaction,
or any currently proposed transaction, required to be disclosed pursuant to Item 404(a)of Regulation S-K.
On September 1, 2026, Krystal Eckhart resigned
as Interim Chief Executive Officer of the Company, effective immediately. Ms. Eckhart’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Eckhart continues to serve as the
Company’s Interim Chief Financial Officer and principal financial officer.
Item
7.01. Regulation FD Disclosure.
On
September 1, 2026, Parent and the Company issued a joint press release announcing the completion of the Offer. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of June 22, 2026, by and among Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc. and Selectis Health, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Selectis Health, Inc. with the SEC on June 24, 2026). |
| 10.1 |
|
Credit Agreement, dated as of August 31, 2026, among Selectis Health, Inc., Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc., the other borrowers party thereto, Milrose Capital, LLC and SCG Experts Corp., as lenders, and Milrose Capital, LLC, as collateral agent. |
| 99.1 |
|
Joint Press Release issued by Black Pearl Equities, LLC and Selectis Health, Inc., dated September 1, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SELECTIS HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Krystal Eckhart |
| |
|
Krystal
Eckhart |
| Date:
September 8, 2026 |
|
Interim
Chief Financial Officer |
Exhibit
99.1
PRESS
RELEASE
BLACK
PEARL COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SELECTIS HEALTH, INC.
New
York, NY – September 1, 2026 — Black Pearl Equities, a New York-based investment group (together with its affiliates, “Black
Pearl”), announced today that it has successfully completed its tender offer, through a wholly owned subsidiary, to purchase all
of the outstanding shares of common stock of Selectis Health, Inc. (OTCQB: GBCS) (“Selectis” or the “Company”),
a healthcare company, for $5.75 per share in cash.
The
tender offer expired at 5:00 p.m., New York City time, on August 31, 2026. As of the expiration, 2,789,027 shares had been validly tendered
and not validly withdrawn, representing approximately 90.93% of Selectis’ outstanding shares of common stock. The conditions to
the tender offer were satisfied, and Black Pearl has accepted for payment and will promptly pay the depositary for all validly tendered
shares.
Black
Pearl expects to complete the acquisition of Selectis through a merger without a vote or meeting of Selectis’ stockholders, pursuant
to Section 16-10a-1108 of the Utah Revised Business Corporation Act. Each of the remaining shares of Selectis common stock not purchased
in the tender offer will be converted into the right to receive the same $5.75 in cash per share that was paid in the tender offer. Upon
completion of the merger, Selectis will become an indirect wholly owned subsidiary of Black Pearl.
The
information agent for the tender offer is Laurel Hill Advisory Group. Selectis stockholders who have questions regarding the tender offer
should contact the information agent toll free at (844) 305-2265 or by email at GBCS@laurelhill.com.
Broadridge
Corporate Issuer Solutions, LLC is acting as depositary for the tender offer.
Forward-Looking
Statements
Statements
in this press release regarding future financial and operating results, benefits of the transaction, future opportunities for Selectis’
business and any other statements concerning future expectations, beliefs, goals, plans or prospects constitute forward-looking statements.
All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions about future events,
and they are subject to known and unknown risks and uncertainties and other factors that can cause actual events and results to differ
materially from historical results and those projected. Risks and uncertainties include the ability of Black Pearl to successfully integrate
Selectis’ business and the risk that the expected benefits of the transaction may not be realized or maintained. Neither Selectis
nor Black Pearl undertakes to update any forward-looking statements as a result of new information or future events or developments.
About
Selectis Health, Inc.
Selectis
Health, Inc. is a healthcare owner-operator that acquires, develops, and manages skilled nursing facilities, assisted living facilities,
and independent living facilities across the South and Southeastern United States. The Company currently operates eight properties in
Arkansas and Oklahoma, providing post-acute and skilled nursing care, assisted and independent living services, and continuing care retirement
programs, with reimbursement sourced through Medicare, Medicaid, and private pay arrangements. Selectis is focused on delivering quality
resident care while pursuing strategic growth opportunities in an expanding senior healthcare market.
Contact
Selectis
Health, Inc.
600
17th Street, Suite 2800
Denver,
CO 80202
About
Black Pearl
Black
Pearl is a dynamic investment firm, advisory, and consultancy strategically diversified across healthcare sectors. Headquartered in Brooklyn,
New York, Black Pearl fosters strategic synergies and facilitates high-impact transactions.
Contact
Anthony
Vitellozzi
Laurel
Hill Advisory Group
(844)
305-2265
GBCS@laurelhill.com
