SELECTIS HEALTH, INC.

false --12-31 0000727346 0000727346 2026-10-05 2026-10-05 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): October 5, 2026 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 No.) 600 17th Street , Suite 2800 , Denver , Colorado 80202 (Address of principal executive offices) (Zip Code) (720) 680-0808 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) 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. ☐ Introductory Note. As previously disclosed, on June 22, 2026, Selectis Health, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Black Pearl Equities II, LLC, a New York limited liability company (“Purchaser”), and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”). Black Pearl Equities, LLC, a New York limited liability company (“Parent”), is the sole member of Purchaser. Pursuant to the Merger Agreement, Parent, Purchaser and Merger Sub commenced a tender offer on July 13, 2026 (as amended and extended, the “Offer”) to purchase all issued and outstanding shares of the Company’s common stock, par value $0.05 per share (the “Shares”), at a price of $5.75 per Share in cash, without interest and subject to applicable withholding taxes (the “Offer Price”). The Offer expired at 5:00 p.m., New York City time, on August 31, 2026. As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2026 (the “Acceptance Form 8-K”), 2,789,027 Shares, representing approximately 90.93% of the Shares outstanding immediately prior to the expiration of the Offer, were validly tendered and not validly withdrawn, and Merger Sub accepted for payment all such Shares (the “Acceptance Time”). On October 5, 2026 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Purchaser and an indirect wholly owned subsidiary of Parent. The Merger was effected without a vote or meeting of the Company’s stockholders pursuant to Section 16-10a-1104 of the Utah Revised Business Corporation Act (the “URBCA”), and became effective upon the filing of articles of merger with the Utah Division of Corporations and Commercial Code at 4:27 p.m., Mountain Time, on the Closing Date (the “Effective Time”). The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026 and is incorporated herein by reference. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and under Items 2.03, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in treasury or owned directly by the Company, any subsidiary of the Company, Purchaser or Merger Sub, and Shares held by stockholders who properly exercised and perfected appraisal rights under Part 13 of the URBCA) was cancelled and converted into the right to receive $5.75 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”). At the Effective Time, each outstanding and unexercised warrant to purchase Shares was automatically cancelled and converted into the right to receive, for each Share subject to the warrant, an amount in cash equal to the excess, if any, of the Merger Consideration over the applicable exercise price, without interest and subject to applicable withholding taxes, and any warrant with an exercise price equal to or greater than the Merger Consideration was cancelled without payment. Any other Company equity awards outstanding immediately prior to the Effective Time were treated in accordance with the terms of the Merger Agreement. As previously reported in the Acceptance Form 8-K, the aggregate cash consideration payable in the Offer and the Merger is approximately $17,635,589, excluding amounts payable in respect of Company warrants and other equity awards, and the Offer Price, the Merger Consideration and related transaction fees and expenses were funded with the proceeds of the Term Loans (as defined below). Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported under Item 1.01 of the Acceptance Form 8-K, on August 31, 2026, Purchaser and Merger Sub entered into a Credit Agreement (the “Credit Agreement”) with Milrose Capital, LLC (“Milrose”) and SCG Experts Corp. (together with Milrose, the “Lenders”), and Milrose, as collateral agent, pursuant to which the Lenders provided term loans in an aggregate principal amount of $18,226,250.00 (the “Term Loans”). Under the Credit Agreement, the Company becomes a borrower thereunder upon completion of the Merger. Accordingly, at the Effective Time, the Company, as the surviving corporation in the Merger, became a borrower under the Credit Agreement and jointly and severally liable for the obligations of the borrowers thereunder, including the Term Loans. The Term Loans bear interest at a fixed rate of 5.0% per annum and mature on August 28, 2031. Commencing on September 1, 2027, principal and interest are payable in monthly installments. The obligations under the Credit Agreement are secured by a security interest in substantially all of the assets of the borrowers and certain of their subsidiaries, which, following the Effective Time, include the Company and its subsidiaries. In connection with the Merger, the Company and certain of its subsidiaries entered into a joinder agreement and related security documents dated as of the Closing Date. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, financial covenants, including a minimum portfolio actual debt service coverage ratio, and events of default, upon the occurrence of which the obligations under the Credit Agreement may be accelerated. The foregoing descripti