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): June 18, 2024
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, Ste. 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 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Effective June 18, 2024, Selectis Health, Inc, a Utah corporation (the “Company”), announced that its wholly-owned subsidiary, Goodwill Hunting, LLC (the “Seller”), has consummated and closed the sale of property located in Macon, Bibb County, Georgia, including the skilled nursing facility known as Archway Transitional Care Center1 (collectively, “the Archway Property”). In accordance with the original Purchase and Sale Agreement (the “PSA”) executed on May 1, 2024, Bibb County Holdings II, LLC (the “Purchaser”) has purchased the Archway Property for $6.75 million. The sale was completed on June 18, 2024. A copy of the PSA was previously filed as an exhibit to the Company’s Current Report on Form 8-K dated May 1, 2024 and filed with the Securities and Exchange Commission on May 8, 2024.
Under the terms of this agreement, the Purchaser acquired the real estate, buildings and improvements, along with certain personal property, licenses and permits used in the operation of the Archway Property. The Purchaser of the Archway Property had been operating the facility under a lease since 2016.
| ITEM 9.01: | FINANCIAL STATEMENTS AND EXHIBITS |
Not applicable
| (b) | Pro Forma Financial Information |
The attached pro forma financial information has been prepared in accordance with Regulation S-X, Section 11.01 and gives pro forma effect to the sale of the Archway Property. The pro forma balance sheet gives effect to the transaction as of June 18, 2024. The pro forma income statements for the year ended December 31, 2023 and three months ended March 31, 2024 give effect to the transaction as if it had been consummated at the beginning of the periods presented. The pro forma financial information does not purport to present actual financial condition or results of operations for the periods presented.
SELECTIS HEALTH, INC.
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 (unaudited)
| | | March 31, 2024 | | | Proforma Adjustment | | | Proforma | |
| | | | | | | | | | |
| ASSETS | | | | | | | | | | | | |
| Current Assets | | | | | | | | | | | | |
| Cash | | $ | 1,265,613 | | | $ | 1,593,800 | | | $ | 2,859,413 | |
| Accounts Receivable, Net | | | 1,825,507 | | | | - | | | | 1,825,507 | |
| Prepaid Expenses and Other Current Assets | | | 1,110,776 | | | | (146,740 | ) | | | 964,036 | |
| Total Current Assets | | | 4,201,896 | | | | 1,447,060 | | | | 5,648,956 | |
| | | | | | | | | | | | | |
| Long Term Assets: | | | | | | | | | | | | |
| Restricted Cash | | | 767,226 | | | | - | | | | 767,226 | |
| Property and Equipment, Net | | | 33,510,748 | | | | (4,210,938 | ) | | | 29,299,810 | |
| Goodwill | | | 1,076,908 | | | | - | | | | 1,076,908 | |
| Total Assets | | $ | 39,556,778 | | | $ | (2,763,878 | ) | | $ | 36,792,900 | |
| | | | | | | | | | | | | |
| LIABILITIES AND EQUITY | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | |
| Accounts Payable and Accrued Liabilities | | $ | 6,284,271 | | | $ | - | | | $ | 6,284,271 | |
| Dividends Payable | | | 38,100 | | | | - | | | | 38,100 | |
| Short-Term Debt, Related Parties | | | 900,000 | | | | (150,000 | ) | | | 750,000 | |
| Current Maturities of Long-Term Debt, Net of Discount of $467,609 and $524,704, respectively | | | 10,926,610 | | | | (4,477,029 | ) | | | 6,449,581 | |
| Total Current Liabilities | | | 18,148,981 | | | | (4,627,029 | ) | | | 13,521,952 | |
| | | | | | | | | | | | | |
| Debt, Net of Discount of $7,871 and $30,663, respectively | | | 25,095,062 | | | | - | | | | 25,095,062 | |
| Lease Security Deposit | | | 318,750 | | | | (250,000 | ) | | | 68,750 | |
| Total Liabilities | | $ | 43,562,793 | | | $ | (4,877,029 | ) | | $ | 38,685,764 | |
| | | | | | | | | | | | | |
| Commitments and Contingencies | | | | | | | | | | | | |
| Equity: | | | | | | | | | | | | |
| Preferred Stock: | | | | | | | | | | | | |
| Series A - No Dividends, $2.00 Stated Value, Non-Voting; 2,000,000 Shares Authorized, 200,500 Shares Issued and Outstanding | | | 401,000 | | | | - | | | | 401,000 | |
| Series D - 8% Cumulative, Convertible, $1.00 Stated Value, Non-Voting; 1,000,000 Shares Authorized, 375,000 Shares Issued and Outstanding | | | 375,000 | | | | - | | | | 375,000 | |
| | | | | | | | | | | | | |
| Common Stock - $0.05 Par Value; 800,000,000 Shares Authorized, 3,067,059 and 3,067,059 Shares Issued and Outstanding | | | 153,352 | | | | - | | | | 153,352 | |
| Additional Paid-In Capital | | | 13,852,028 | | | | 802,579 | | | | 14,654,607 | |
| Accumulated Deficit | | | (18,787,395 | ) | | | 1,310,572 | | | | (17,476,823 | ) |
| Total Selectis Health, Inc. Stockholders’ Equity | | | (4,006,015 | ) | | | 2,113,151 | | | | (1,892,864 | ) |
| Total Liabilities and Equity | | $ | 39,556,778 | | | $ | (2,763,878 | ) | | $ | 36,792,900 | |
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | Three Months Ended
March 31, 2024 | | | Proforma Adjustment | | | Proforma | |
| | | | | | | | | | |
| Revenue | | | | | | | | | | | | |
| Rental Revenue | | $ | 160,326 | | | $ | - | | | $ | 160,326 | |
| Healthcare Revenue | | | 9,332,080 | | | | - | | | | 9,332,080 | |
| Total Revenue | | | 9,492,406 | | | | - | | | | 9,492,406 | |
| Expenses | | | | | | | | | | | | |
| Property Taxes, Insurance and Other Operating | | | 7,501,209 | | | | 279,171 | | | | 7,780,380 | |
| General and Administrative | | | 2,163,348 | | | | - | | | | 2,163,348 | |
| Provision for Bad Debts | | | 100,514 | | | | - | | | | 100,514 | |
| Depreciation and Amortization | | | 423,599 | | | | - | | | | 423,599 | |
| Total Expenses | | | 10,188,670 | | | | 279,171 | | | | 10,467,841 | |
| (Loss) Income from Operations | | | (696,264 | ) | | | (279,171 | ) | | | (975,435 | ) |
| Other (Income) Expense | | | | | | | | | | | | |
| Gain on Sale of Asset | | | - | | | | (1,639,301 | ) | | | (1,639,301 | ) |
| Interest Expense, net | | | 630,330 | | | | - | | | | 630,330 | |
| Other Income | | | (291,874 | ) | | | - | | | | (291,874 | ) |
| Total Other (Income) Expense | | | 338,456 | | | | (1,639,301 | ) | | | (1,300,845 | ) |
| Net Income | | | (1,034,720 | ) | | | 1,360,130 | | | | 325,410 | |
| Series D Preferred Dividends | | | (7,500 | ) | | | - | | | | (7,500 | ) |
| Net Income Attributable to Common Stockholders | | $ | (1,042,220 | ) | | $ | 1,360,130 | | | $ | 317,910 | |
| Per Share Data: | | | | | | | | | | | | |
| Net Loss per Share Attributable to Common Stockholders: | | | | | | | | | | | | |
| Basic | | $ | (0.34 | ) | | $ | 0.44 | | | $ | 0.11 | |
| | | | | | | | | | | | | |
| Weighted Average Common Shares Outstanding: | | | | | | | | | | | | |
| Basic | | | 3,067,059 | | | | 3,067,059 | | | | 3,067,059 | |
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | Year Ended
December 31, 2023 | | | Proforma Adjustment | | | Proforma | |
| | | | | | | | | | |
| Revenue | | | | | | | | | | | | |
| Rental Revenue | | $ | 634,570 | | | $ | - | | | $ | 634,570 | |
| Healthcare Revenue | | | 34,537,723 | | | | - | | | | 34,537,723 | |
| Healthcare Grant Revenue | | | 1,610,754 | | | | - | | | | 1,610,754 | |
| Total Revenue | | | 36,783,047 | | | | - | | | | 36,783,047 | |
| Expenses | | | | | | | | | | | | |
| Property Taxes, Insurance and Other Operating | | | 31,375,921 | | | | 279,171 | | | | 31,655,092 | |
| General and Administrative | | | 9,968,188 | | | | - | | | | 9,968,188 | |
| Provision for Bad Debts | | | 2,733,157 | | | | - | | | | 2,733,157 | |
| Depreciation and Amortization | | | 1,666,200 | | | | - | | | | 1,666,200 | |
| Total Expenses | | | 45,743,466 | | | | 279,171 | | | | 46,022,637 | |
| (Loss) Income from Operations | | | (8,960,419 | ) | | | (279,171 | ) | | | (9,239,590 | ) |
| Other (Income) Expense | | | | | | | | | | | | |
| Gain on Sale of Asset | | | - | | | | (1,639,301 | ) | | | (1,639,301 | ) |
| Interest Expense, net | | | 2,173,763 | | | | - | | | | 2,173,763 | |
| Income from Employee Retention Credits | | | (6,866,759 | ) | | | - | | | | (6,866,759 | ) |
| Other Income | | | (296,442 | ) | | | - | | | | (296,442 | ) |
| Total Other (Income) Expense | | | (4,989,437 | ) | | | (6,628,738 | ) | | | (11,618,175 | ) |
| Net Income | | | (3,970,982 | ) | | | 6,349,567 | | | | 2,378,585 | |
| Series D Preferred Dividends | | | (30,000 | ) | | | - | | | | (30,000 | ) |
| Net Income Attributable to Common Stockholders | | $ | (4,000,982 | ) | | $ | 6,349,567 | | | $ | 2,348,585 | |
| Per Share Data: | | | | | | | | | | | | |
| Net Loss per Share Attributable to Common Stockholders: | | | | | | | | | | | | |
| Basic | | $ | (1,31 | ) | | $ | 2.08 | | | $ | 0.77 | |
| | | | | | | | | | | | | |
| Weighted Average Common Shares Outstanding: | | | | | | | | | | | | |
| Basic | | | 3,054,587 | | | | 3,054,587 | | | | 3,054,587 | |
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: June 24, 2024 | /s/ Adam Desmond |
| | Adam Desmond, CEO |
