Selectis Health (GBCS) extends debt maturity, updates warrants and board

Rhea-AI Filing Summary

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

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

Insights

Capital structure and credit analyst

Debt maturity is pushed out, but at a higher interest rate and with governance changes.

Selectis Health has modified its 2018 Senior Secured Promissory Notes, which have an aggregate principal of $1,775,000. The maturity is now the earlier of February 28, 2026 or a qualifying transaction that generates sufficient net proceeds to repay all principal and accrued interest. This adjustment gives the company more time to address the obligation while tying repayment to a clearly defined liquidity event.

Interest on the Notes increases to 13% per annum until they are fully repaid, raising ongoing financing costs but preserving near-term flexibility. The agreement also extends warrants held by noteholders to December 31, 2027 at an exercise price of $2.25 per share, keeping potential equity issuance in place for a longer period. Additionally, Kent Lund and Lance Baller are set to join the Board on January 1, 2026, and a $9,000 solicitation fee will be paid to GVC Capital LLC in connection with this modification.

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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): December 30, 2025

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

8480 E. Orchard Road, Ste. 4900, Greenwood Village, CO 80111

(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 2.03 Modification of Direct Obligation

ITEM 3.03 Modification of Rights of Securityholders

The following sets forth the information required by Items 2.03 and 3.03 of Regulation S-K:

1. 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”). As of the Effective Date, there were an aggregate of $1,775,000 in principal amount of Notes outstanding.The following is a summary of the terms of the Third Allonge, which summary is qualified in its entirety by the Third Allonge which is filed herewith as Exhibit 10.01:

	A.	The Maturity Date of the Notes is 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 can be extended under certain circumstances.
	B.	Interest on the Notes will accrue at the rate of 13% per annum until paid in full.
	C.	The rights of all Noteholders will continue to be governed by the terms of the Intercreditor Agreement.
	D.	The expiration date of the Warrants previously granted to the Noteholders is extended to December 31, 2027. The exercise price of the Warrants will continue to be $2.25 per share.
	E.	Effective January 1, 2026, Kent Lund and Lance Baller will be appointed to serve as members of the Company’s Board of Directors.
	F.	The Company will pay a solicitation fee of $9,000 to GVC Capital LLC in connection with the execution of the Third Allonge.

ITEM 9.01 Exhibits

	10.01.	Third Amended and Restated Allonge and Modification Agreement
	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 thereunto duly authorized.

	Selectis Health, Inc.
	(Registrant)
Dated: December 30, 2025	/s/ Adam Desmond
	Adam Desmond CEO

FAQ

What debt modification did Selectis Health (GBCS) disclose in this 8-K?

Selectis Health entered into a Third Amended and Restated Allonge and Modification Agreement for its 2018 Senior Secured Promissory Notes, covering an aggregate principal amount of $1,775,000.

How did Selectis Health change the maturity date of its 2018 Notes?

The maturity date of the Notes was extended to the earlier of February 28, 2026 or the completion of a qualified transaction that generates net proceeds sufficient to repay all outstanding principal and accrued interest.

What is the new interest rate on Selectis Health’s Senior Secured Promissory Notes?

Interest on the Notes will now accrue at 13% per annum until the Notes are paid in full, as provided in the Third Amended and Restated Allonge and Modification Agreement.

What happened to the warrants held by Selectis Health noteholders?

The expiration date of the warrants previously granted to the noteholders was extended to December 31, 2027, while the exercise price remains $2.25 per share.

What board changes did Selectis Health (GBCS) announce in connection with the debt modification?

Effective January 1, 2026, Kent Lund and Lance Baller will be appointed to serve as members of Selectis Health’s Board of Directors.

Did Selectis Health incur any fees related to the Third Allonge agreement?

Yes. Selectis Health agreed to pay a solicitation fee of $9,000 to GVC Capital LLC in connection with the execution of the Third Amended and Restated Allonge and Modification Agreement.