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BCS

Current Report · Items 2.01, 9.01 · 8-K

Selectis Health, Inc.

Completion of Acquisition or Disposition of Assets

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 liab…

Filed Jan 21, 2026Accepted Jan 21, 2026, 5:16 PM ESTCIK 727346Accession 0001493152-26-003131
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Company context

Historical securities (1)

Recent company filings

  1. 15-12G filingOct 9, 2026
  2. Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other EventsOct 9, 2026
  3. S-8 POS filingOct 9, 2026
  4. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 9, 2026
  5. SC TO-T/A - filed by Black Pearl Equities LLC regarding SELECTIS HEALTH, INC.Sep 8, 2026

Disclosure sections

Items 2.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.01Item 2.01 - Completion of Acquisition
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

Exhibit 99.1 Selectis Health, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025 3 Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2025 4 Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2024 5 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────── Notes to Condensed Consolidated Pro Forma Financial Statements 6 1 Selectis Health, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information Introductory Note 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 …

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