0000727346 false 0000727346 2021-09-27 2021-09-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 
 

 

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 27, 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 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

 

On September 27, 2021, Selectis Health, Inc., a Utah corporation (the “Company”) refinanced its mortgage on Southern Hills Continuing Care Retirement Community in Tulsa, Oklahoma. The terms are 2.38% fixed for 420 months and will provide the type of consistency and certainty for this campus, the Company’s cash flows and operations for 35 years. At closing, the Company paid-off remaining loan balances on the Assisted Living Facility (“ALF”) and the Independent Living Facility (“ILF”) and therefore owns both free and clear of all loans encumbrances that have remained on the facilities since the Company’s initial purchase. Copies of the Note and Mortgage are filed herewith as Exhibits 10.1 and 10.2 respectively.

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

On September 28, 2021 the Company issued a press release announcing that it successfully refinanced the mortgage on the Southern Hills Continuing Care Retirement Community (“CCRC”) after completing several renovations, and hiring a new Executive Director. A copy of the press release is filed herewith as Exhibit 99.1.

 

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 Healthcare Mortgage, Assignment of Leases and Rents and Security Agreement
  10.2 Healthcare Facility Note
  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: October 4, 2021

/s/ Lance Baller

  Lance Baller, CEO

 

 

 

 

Exhibit 10.1

 

 

 
 

 

 

 

 
 

  

 

 
 

 

 

 
 

  

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 
 

  

 

 
 

  

 

 
 

 

 

 
 

 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

 

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

 

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

 

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 

 

 

Exhibit 10.2

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

  

 

 

 

 

Exhibit 99.1

 

 

 

Selectis Health Announces Refinance, Renovation, and new Executive Director of Southern Hills Campus

 

GREENWOOD VILLAGE, Colorado, September 28, 2021 – Selectis Health, Inc. (the “Company” or “Selectis”), (OTC: GBCSD) announced today that it successfully refinanced the mortgage on the Southern Hills Continuing Care Retirement Community (“CCRC”) after completing several renovations, and hiring a new Executive Director.

 

“We couldn’t be more pleased with these outcomes at our Tulsa Campus,” stated Lance Baller, CEO and Chair of Selectis Health. “This has been a challenging process due to the weather damage and the deep freeze from the Winter, and other COVID roadblocks that we encountered. This could not have been done without the extra effort from our exceptional team. We are very proud of the effort that everyone gave to push this over the finish-line. The $8,029,800 refinance is exceptionally important to our business model and to ensure our Southern Hills campus remains profitable, and functional for the residents of the communities this facility serves. The terms are 2.38% fixed for 420 months is extremely favorable and will provide us the type of consistency and certainty for this campus, our cash flows, and our operations for 35 years. At closing, Selectis paid-off the remaining loan balances at the Tulsa Campus for the Assisted Living Facility (“ALF”) and the Independent Living Facility (“ILF”) and therefore owns both free and clear of all loans encumbrances that have remained on the facilities since our initial purchase. Today is a major milestone for the Campus, and for Selectis.”

 

Selectis Leadership hired the new Executive Director of the Southern Hills SNF in August. He has overseen the completion of the renovations and hiring of additional and improved staff.

 

“Not only have we hired on an exemplary new Executive Director, but we have also finished the renovations in the Skilled Nursing Facility, which include updated porcelain flooring that should last for many years, work to the fire suppression system, remediating the damage caused by the weather events in late-February, new painting of the interior, concrete repair around the exterior, and have been continuously implementing various improvements to the ILF as we grow our census. In fact, our ILF now houses 22 residents and counting, thanks to our new leaders and their focus on increasing the number of residents and delivering quality care across our entire campus.”

 

“The Company is continuing to work on our next refinance of our Eastman facility. We expect to have this refinance closed in the coming months. This will afford us the same type of consistency that our Southern Hills campus just realized. We are working through the process with our current and future lenders, and expect more positive news coming, about this refinance, soon,” said Randy Barker, President and COO of Selectis.

 

 
 

 

About Selectis Health

 

Selectis Health owns and/or operates ALF, ILF, and SNFs 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