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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 5, 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
17th 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
1.01 | ENTRY
INTO DEFINITIVE MATERIAL AGREEMENTS |
Purchase
and Sale Agreement
Effective
on December 5, 2025, Selectis Health, Inc., a Utah corporation (the “Company”) caused two of the Company’s wholly-owned
subsidiaries Providence HR, LLC and Atl/Warr, LLC, each a Georgia limited liability company (each a “Seller”)
to execute and deliver a definitive Purchase and Sale Agreement (“PSA”) with two newly formed entities: The Woods
at Sparta of Journey Propco LLC and Warrenton Woods of Jour Propco 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 60 Providence Street, Sparta, Georgia upon which is located that certain 71-bed skilled nursing facility commonly
known as “Providence of Sparta Health & Rehab” (the “Sparta Facility”), and 813 Atlanta Highway, Warrenton,
Georgia 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 Purchasers for the Facilities is $13,175,000.00, subject to certain prorations, holdbacks and adjustments
customary in transactions of this nature.
Consummation
of the 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 Selectis Sparta, LLC, a Georgia limited liability
company, and Selectis Warrenton, LLC, a Georgia limited liability company (collectively, the “Existing Operators”).
Concurrently with the execution of the PSA, the Company caused the Existing Operators to execute an Operations Transfer Agreement (“OTA”)
with two newly formed entities affiliated with the Purchasers, The Woods at Sparta of Journey LLC, and Warrenton Woods 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.
Consummation
of the OTA is contingent upon the consummation of the PSA as well as other conditions customary in transactions of this nature.
| ITEM
9.01 | FINANCIAL
STATEMENTS AND EXHIBITS |
| |
10.1 |
|
Purchase and Sale Agreement |
| |
10.2 |
|
Operations Transfer Agreement |
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 9, 2025 |
/s/
Adam Desmond
|
| |
Adam
Desmond, CEO |
