SELECTIS HEALTH, INC. (Form: 8-K, Received: 09/22/2021 15:53:21)

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): September 21, 2021

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)

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

(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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On August 19, 2021, Selectis Health, Inc., a Utah corporation (the “Company”) filed with the State of Utah an Amendment No. 1 to its Second Amended and Restated Articles of Incorporation adding an additional Article pertaining to its reverse stock split. A copy of Amendment No. 1 is filed herewith as Exhibit 10.1.

ITEM 7.01 REGULATION FD DISCLOSURE

On September 21, 2021 – Selectis Health, Inc. (formerly Global Healthcare REIT, Inc.) (the “Company” or “Selectis”), issued a press release announcing that it intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 10 pre-split shares (the “Reverse Split”). Selectis’ common stock will continue to be traded on the OTC.Pink of the OTC Markets Group, Inc. under the ticker symbol GBCS and will begin trading on a split-adjusted basis when the market opens on Wednesday, September 22, 2021, (the “Effective Date”) under a new CUSIP number 816291108. For a period of 20 business days, a “D” will be placed on the Company’s ticker symbol to reflect the Reverse Split. A copy of the press release is filed herewith as Exhibit 99.1.

Also on the Effective Date, the Company’s common stock will be quoted under the new name “Selectis Health, Inc.” which was previously approved by the Company’s shareholders (the “Name Change”).

The Company has filed an Amendment No. 1 to its Second Amended and Restated Articles of Incorporation reflecting the Reverse Split and Name Change.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

ITEM 9.01: EXHIBITS

Item		Title
10.1		Amendment No. 1 to Second Amended and Restated Articles of Incorporation
99.1		Press Release
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:	September 22, 2021	/s/ Lance Baller
		Lance Baller, CEO

Exhibit 10.1

AMENDMENT NO. 1 TO SECOND AMENDMENT AND RESTATED

ARTICLES OF INCORPORATION OF

SELECTIS HEALTH, INC.

(formerly Global Healthcare REIT, Inc.)

Pursuant to the Utah Business Corporation Act, (the “Act”) the undersigned being the President and Secretary of Selectis Health, Inc., formerly Global Healthcare REIT, Inc. (the “Company” or the “Corporation”) hereby affirm that the following Amendment No. 1 to Second Amendment and Restated Articles of Incorporation correctly set forth the provisions of the Amendment No. 1 to Articles of Incorporation of the Company, as amended, as said Amendment has been approved by the unanimous written consent of the Board of Directors pursuant to Section 16-10a-821 of the Act and a majority of the shareholders of the Company at the Annual Meeting of Shareholders held on May 24, 2021, that the number of shares which approved the Amendment No. 1 the Second Amendment and Restated Articles of Incorporation was sufficient for such approval, and that the following correctly sets for the provisions of such Amendment.

The Second Amended and Restated Articles of Incorporation of the Corporation are hereby amended by inserting the following new Article XII:

ARTICLE XII

REVERSE STOCK SPLIT

1. At the effective time of this Amendment, the Corporation shall effect a reverse split of its issued and outstanding shares of Common Stock and Preferred Stock so that the shares currently issued and outstanding shall be reverse split, or consolidated, on a one-for-ten (1-for-10) basis, and stockholders shall receive one share of the Corporation’s post-split Common Stock or Preferred Stock, as the case may be, for every ten (10) shares of Common Stock or Preferred Stock, $.05 par value, held by the stockholder on the effective date of the reverse split. No scrip or fractional shares will be issued in connection with the reverse split and any fractional shares will be rounded up to the nearest whole share.

2. The reverse split shall not result in a change of the number of authorized shares of Common Stock or Preferred Stock, the par value of the Common Stock or Preferred Stock, or any modification of the rights of shareholders or the shareholders’ equity of the Corporation.

3. The Corporation shall have the right to purchase and redeem for cash any outstanding position in the Corporation’s Common Stock or Preferred Stock consisting of fewer than 100 shares (“Odd Lots”). The purchase price for any Odd Lot redeemed shall be the fair market value of the shares contained in the Odd Lot, which shall be the closing price of the Common Stock as quoted on the over-the-counter market on the effective date of the reverse split. Any shares so repurchased shall be cancelled and returned to the authorized and unissued shares of the Corporation, and the certificates representing the shares so repurchased shall be cancelled and of no further legal force or effect.

The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are Clifford L. Neuman, 6800 N. 79^th Street, Suite 200, Niwot, CO. 80503.

The foregoing Amendment No. 1 to Second Amendment and Restated Articles of Incorporation of Selectis Health, Inc., f/k/a Global Healthcare REIT, Inc. were duly adopted by the stockholders of the Corporation pursuant to Section 16-10a-704 of the Act and the Board of Directors of the Corporation pursuant to Section 16-10a-821 of the Act in the manner prescribed by the Utah Revised Business Corporations Act.

The number of shares of the Corporation issued and outstanding at the time of the adoption of such Amendment No. 1 to Second Amendment and Restated Articles of Incorporation was 26,866,379 and the number entitled to vote thereon was 26,866,379.

At the Annual Meeting of Shareholders at which a quorum was present, the voting on the proposal to approve the reverse split was as follows, to wit:

Class:	Common Voting Stock
Number of Shares Outstanding:		26,866,379
Number of Shares Voting For The Amendment:		14,349,156
Number of Shares Voting Against the Amendment:		857,697
Number of Shares Abstaining:		107,952

Dated this 18th day of August, 2021

Selectis Health, Inc., f/k/a Global Healthcare REIT, Inc.

	By:	/s/ Lance Baller
		Lance Baller, its CEO

/s/ Clifford L. Neuman
Clifford L. Neuman, Secretary

Exhibit 99.1

Selectis Health Announces Effective Date of Reverse Stock Split and Name Change

Common Stock Will Begin Trading with its new name and on a Split-Adjusted Basis on September 22, 2021

GREENWOOD VILLAGE, Colorado, September 21, 2021 – Selectis Health, Inc. (formerly Global Healthcare REIT, Inc.) (the “Company” or “Selectis”), announced today that it intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 10 pre-split share (the “Reverse Split”). Selectis’ common stock will continue to be traded on the OTC.Pink of the OTC Markets Group, Inc. under the ticker symbol GBCS and will begin trading on a split-adjusted basis when the market opens on Wednesday, September 22, 2021, (the “Effective Date”) under a new CUSIP number 816291108. For a period of 20 business days, a “D” will be placed on the Company’s ticker symbol to reflect the Reverse Split.

The Company has filed an Amendment No. 1 to its Second Amended and Restated Articles of Incorporation reflecting the Reverse Split and Name Change.

“This is a proactive measure, approved by our stockholders over four months ago, that we believe will better position Selectis for success, and ultimately generate value for all of the Company’s stockholders,” said Lance Baller, Chairman and CEO of Selectis. “This move has been part of our long-term plan to consolidate our share count to a level more in line with a company of our size. The ultimate aim is to raise our stock’s visibility within the investment community by improving long-term liquidity and creating a trading environment attractive to institutional investors in the hopes of broadening our shareholder base.”

At the Effective Date of the Reverse Split, every ten shares of Selectis’ issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock. The. Reverse Split will not change the number of authorized shares of common stock or the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It will be necessary for stockholders holding shares of the Company’s common stock in certificated or book entry form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, as certificates representing pre-split shares will no longer be tradeable. Stockholders will receive written notification and a Letter of Transmittal from Equiniti, the Company’s stock transfer agent, instructing them on how to exchange their pre-split share certificates for new certificates reflecting the Reverse Split. We have been informed that Equiniti will impose a $50 charge to complete the certificate exchange, which will be the responsibility of each shareholder.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment based on today’s closing price of the Company’s common stock as reported on the OTC.Pink. The Company also has the right to redeem odd lots (positions consisting of less than 100 shares) for a cash payment based on today’s closing price of the Company’s common stock as reported on the OTC.Pink.

The reverse stock split will reduce the number of shares of Selectis’ common stock outstanding from approximately 29 million shares to approximately 2.9 million shares. Proportional adjustments will be made to the number of shares of Selectis’ common stock issuable upon exercise or conversion of Selectis’ equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Equiniti, at EQ Shareowner Services toll-free at 1-866-877-6270 or directly at 1-651-306-3000. Representatives are available Monday through Friday from 7:00 a.m. to 7:00 p.m. Central Time. 303-282-4800.

At an annual meeting of stockholders held on May 24, 2021, Selectis’ stockholders approved the Company’s Second Amended and Restated Articles of Incorporation which included the Name Change, and granted the Company’s Board of Directors the discretion to effect a reverse stock split of Selectis’ common stock through an amendment to its Articles of Incorporation at a ratio of not more than 1-for-12, such ratio to be determined by the Company’s Board of Directors. The Board of Directors then approved the Reverse Split at a ratio of 1-for-10. Among other things, the reverse stock split is intended to increase the per share trading price of the common stock to satisfy the minimum bid price requirement for initial listing on The New York Stock Exchange.

About Selectis Health

Selectis Health owns and operates Assisted Living, Independent Living and Skilled Nursing Facilities in Arkansas, Georgia, Ohio, and Oklahoma providing a wide array of living services, speech, occupational, physical therapies, social services, and other rehabilitation and healthcare services.

Forward-Looking Statement

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements are subject to risks and uncertainties. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including risks and uncertainties related to market conditions; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results, including the impact of the coronavirus (COVID-19) pandemic on the Company’s operations and current and planned operations, are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

For Further Information Contact:

Brandon Thall

investors@selectis.com