Selectis Health (GBCS) sells two Georgia nursing homes for $13.175M

Rhea-AI Filing Summary

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

Insights

Healthcare REIT and operations analyst

Selectis sells two facilities and uses cash to retire debt.

Selectis Health, Inc. sold two skilled nursing facilities in Sparta and Warrenton, Georgia for an aggregate purchase price of $13.175 million. The transaction included substantially all real and personal property tied to these locations, and facility operations were simultaneously transferred from controlled prior operators to new operators affiliated with the buyers for no extra consideration.

The company states that a substantial portion of the net proceeds was used to pay in full a facility mortgage, existing note obligations, an existing contractual obligation, transaction costs and miscellaneous expenses. This indicates a shift of cash generated by the sale toward balance-sheet items and obligations, with the remaining proceeds intended for working capital.

An escrow balance of $1.3 million was established at closing and may be released to the sellers if no indemnity claims are made under the purchase and sale agreement. Unaudited pro forma condensed consolidated financial information, filed as Exhibit 99.1, is intended to show the impact of the disposition, associated debt repayment and return of a previously received deposit on the assets sold.

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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): January 15, 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		(I.R.S. Employer Identification number)

600 17^th St., Ste 2800 South, Denver, CO 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 680-0808

(Former name or former address, if changed since last report)

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 15, 2026, certain wholly-owned subsidiaries (collectively the “Sellers”) of Selectis Health, Inc. (the “Company”) ATL/WARR, LLC and PROVIDENCE HR, LLC, each a Georgia limited liability company, consummated a definitive Purchase and Sale Agreement (“PSA”) with GA SNF SPARTA GA LLC and GA SNF WARRENTON GA LLC, both limited liability companies (“Purchaser”) Pursuant to the 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 to be paid by Purchaser for the two (2) Facilities under the PSA. was an aggregate of $13.175 million, subject to certain prorations, holdbacks and adjustments customary in transactions of this nature. The Purchaser had a balance of $1.3 million of escrow established at closing, which may be released to Sellers in the future unless Purchaser asserts claims for indemnity under the PSA. The Sellers retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that have been deferred and are to be repaid by tenants sometime after the closing date). Shortly after closing, the Company used a substantial portion of the net proceeds to pay in full certain transaction costs, an existing facility mortgage, existing note obligations, an existing contractual obligation and other miscellaneous expenses. The Company expects to use the balance for working capital.

Concurrently with the consummation of the 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.

The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition, the repayment of the mortgage loan using a portion of the net proceeds received in connection with the Disposition and the return of a previously received deposit on the assets sold, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information (“Pro Forma Information”) is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference:

● Unaudited pro forma condensed consolidated balance sheet at September 30, 2025

● Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2025

● Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024

(d) Exhibits

Exhibit Number		Description
99.1		Unaudited Pro Forma Financial Statements of Selectis Health, Inc.
104		Cover Page Interactive Data File (embedded with 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 thereunto duly authorized.

		Selectis Health, Inc.
		(Registrant)
Dated:	January 21, 2026	/s/ Adam Desmond
		Adam Desmond CEO

FAQ

What assets did Selectis Health (GBCS) dispose of in this 8-K?

Selectis Health, Inc. disposed of substantially all of the real and personal property of two skilled nursing facilities: the 71-bed Providence of Sparta Health and Rehabilitation in Sparta, Georgia, and the 110-bed Warrenton Health and Rehabilitation in Warrenton, Georgia.

What was the sale price for Selectis Health (GBCS) Georgia nursing facilities?

The purchasers agreed to pay an aggregate purchase price of $13.175 million for the Sparta and Warrenton facilities, subject to customary prorations, holdbacks and adjustments.

How much of the Selectis Health (GBCS) sale proceeds are held in escrow?

The purchasers established an escrow balance of $1.3 million at closing, which may be released to the sellers in the future unless the purchasers assert indemnity claims under the purchase and sale agreement.

How did Selectis Health (GBCS) use the proceeds from the facility sale?

Selectis Health used a substantial portion of the net proceeds to pay in full certain transaction costs, an existing facility mortgage, existing note obligations, an existing contractual obligation and other miscellaneous expenses, and expects to use the remaining balance for working capital.

What happened to operations of the sold facilities for Selectis Health (GBCS)?

Controlled lease operators of the facilities transferred all their assets and operations to new operators that are controlled subsidiaries of the purchasers under an Operations Transfer Agreement, and no additional consideration was paid for this transfer.

Does Selectis Health (GBCS) retain any rights related to the sold facilities?

Yes. The sellers retained the right to pursue and collect amounts from tenants relating to pre-closing periods, including amounts that were deferred and are scheduled to be repaid by tenants after the closing date.

What financial information did Selectis Health (GBCS) provide about the disposition’s impact?

Selectis Health filed unaudited pro forma condensed consolidated financial information as Exhibit 99.1, reflecting the impact of the disposition, repayment of the related mortgage loan using sale proceeds, and the return of a previously received deposit on the assets sold.