{"url_path":"/sec/gbcs/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/727346/0001493152-26-029837-index.html","accession_number":"0001493152-26-029837","cik":"0000727346","ticker":"GBCS","issuer_name":"SELECTIS HEALTH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/727346/0001493152-26-029837-index.html","primary_entity_key":"0000727346","primary_entity_name":"SELECTIS HEALTH, INC."},"word_count":1749,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n* *\n\n*Merger\nAgreement*\n\n \n\nOn\nJune 22, 2026, Selectis Health, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger\nAgreement”) with Black Pearl Equities II, LLC, a New York limited liability company (“Purchaser”), and Tortuga\nAcquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), pursuant to which,\namong other things, Purchaser has agreed to cause Merger Sub to make a cash tender offer (the “Offer”) to purchase\nany and all of the outstanding shares of the Company’s common stock, par value $0.05 per share (the “Shares”),\nat a purchase price of $5.75 per Share in cash (the “Offer Price”). Black Pearl Equities, LLC, a New York limited\nliability company, is the sole member of Purchaser (“Parent”).\n\n \n\nMerger\nSub’s obligation to accept for payment and pay for Shares pursuant to the Offer is subject to various conditions, including (a)\na nonwaivable condition (the “Minimum Tender Condition”) that there be validly tendered and not withdrawn prior to\nthe expiration of the Offer that number of Shares that, when added to the Shares, if any, already owned by Parent and its subsidiaries,\nwould represent at least seventy percent (70%) of all then outstanding Shares, (b) Shares held by stockholders that have properly exercised\nappraisal rights under Utah law shall not have exceeded fifteen percent (15%) of the Shares outstanding immediately prior to the Acceptance\nTime (as defined in the Merger Agreement), (c) the Company shall have demonstrated to the reasonable satisfaction of Purchaser that the\naggregate unrestricted cash held by the Company and its subsidiaries is at least $6,800,000 (excluding amounts held in escrow, which\namounts held in escrow shall not be less than $2,880,000), (d) the Company shall have demonstrated to the reasonable satisfaction of\nPurchaser that the Company and its subsidiaries have good, valid and marketable fee simple title to all of their owned real property,\nfree and clear of all liens other than specified permitted encumbrances, (e) the Required OK Approvals (as defined in the Merger Agreement)\nshall have been obtained, and (f) other customary conditions. There is no financing condition to the obligations to consummate the Offer.\n\n \n\nThe\nMerger Agreement further provides that upon the terms and subject to the conditions set forth therein, following completion of the Offer,\nMerger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary\nof Purchaser (the “Merger”). Pursuant to the terms of the Merger Agreement, the Company has granted to Merger Sub\nan irrevocable option (the “Top-Up Option”) to purchase up to that number of newly-issued Shares that, when added to the\nnumber of Shares held by Purchaser and its affiliates, would constitute one Share more than ninety percent (90%) of the total outstanding\nShares. Accordingly, the Merger will be governed by Section 16-10a-1104 of the Utah Revised Business Corporation Act (the “Utah\nCode”), with no vote of the Company’s stockholders required to consummate the Merger. In the Merger, each outstanding\nShare (other than Shares held by the Company or any of its subsidiaries, Purchaser or Merger Sub or held by stockholders who are entitled\nto demand, and who properly demand, appraisal rights under Utah law), will be converted into the right to receive cash in an amount equal\nto the Offer Price, without interest.\n\n \n\nThe\nboard of directors of the Company (the “Company Board”) has unanimously (a) determined and declared that the Merger\nAgreement and the transactions contemplated by the Merger Agreement (including the Offer and the Merger) are, on the terms and subject\nto the conditions set forth in the Merger Agreement, advisable and in the best interests of and are fair to the Company and its stockholders,\n(b) approved, adopted and authorized in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement (including\nthe Offer and the Merger), (c) recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to\nthe Offer, and (d) resolved that the Merger shall be effected under Section 16-10a-1104 of the Utah Code and that the Merger shall be\nconsummated as soon as practicable following the acceptance of Shares for payment pursuant to the Offer.\n\n \n\nThe\nMerger Agreement includes customary representations, warranties and covenants of the Company, Purchaser and Merger Sub, including, among\nother things, a covenant of the Company not to solicit alternative transactions or to provide information or enter into discussions in\nconnection with alternative transactions, subject to certain exceptions to allow the Company Board to exercise its fiduciary duties.\nThe Merger Agreement may be terminated under certain circumstances, including in connection with superior proposals as set forth therein.\nIf the Company terminates the Merger Agreement to enter into an agreement for a superior proposal and in other specified circumstances,\nthe Company would be required to pay Purchaser a $400,000 termination fee. If Purchaser fails to consummate the transaction under specified\ncircumstances in which it is required to do so, then Purchaser would be required to pay to the Company a $400,000 termination fee.\n\n \n\n \n\n \n\n \n\nThe\nforegoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to,\nand qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report\nand is incorporated herein by reference.\n\n \n\nThe\nMerger Agreement and the above description have been included to provide investors and security holders with information regarding the\nterms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent, Purchaser, Merger\nSub or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger\nAgreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to\nthe Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures\nmade by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable\nto investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations\nof the actual state of facts or condition of the Company, Parent, Purchaser, Merger Sub or any of their respective subsidiaries, affiliates,\nbusinesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may\nchange after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by\nthe Company or Parent. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation\nbut only in conjunction with the other information about the Company or Parent and their respective subsidiaries that the respective\ncompanies include in reports, statements and other filings they make with the Securities and Exchange Commission (the “SEC”).\n\n \n\nConcurrently\nwith the execution of the Merger Agreement, Purchaser entered into a Tender and Support Agreement (the “Tender Agreement”)\nwith certain stockholders of the Company (the “Supporting Stockholders”), pursuant to which the Supporting Stockholders\nagreed to promptly tender, and not withdraw, their Shares into the Offer. The foregoing summary of the Tender Agreement does not purport\nto be complete and is subject to, and qualified in its entirety by, the full text of the Tender Agreement, which is attached as Exhibit\n10.1 to this report and incorporated herein by reference.\n\n** **\n\n**Additional\nInformation and Where to Find It**\n\n \n\nThe\nOffer described above has not yet commenced. This Current Report on Form 8-K is not an offer to buy or a solicitation of an offer to\nsell any shares of common stock of the Company. The solicitation and the offer to buy shares of common stock of the Company will be made\npursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials\nthat Purchaser and Merger Sub intend to file with the SEC. In addition, the Company intends to file with the SEC a Solicitation/Recommendation\nStatement on Schedule 14D-9 with respect to the tender offer. Stockholders will be able to obtain the tender offer statement on Schedule\nTO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9, as each may be amended or supplemented\nfrom time to time, and related materials with respect to the tender offer free of charge at the website of the SEC at www.sec.gov.\nSTOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY AMENDMENTS\nTHERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN\nTHEY BECOME AVAILABLE, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY\nWILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.\n\n \n\n*Forward-Looking\nStatements*\n\n \n\nThis\ncommunication contains certain “forward-looking statements” that reflect the Company’s current expectations and projections\nabout its future results, performance, prospects, and opportunities. The Company has tried to identify these forward-looking statements\nby using words such as “may,” “should,” “expect,” “hope,” “anticipate,” “believe,”\n“intend,” “plan,” “estimate,” and similar expressions. These forward-looking statements are based\non information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause\nits actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking\nstatements. These factors include, without limitation: the effectiveness of the cost reduction initiatives undertaken by the Company,\nchanges in demand for the Company’s services, the timing of anticipated transactions, the impact of competitive products and pricing,\nand other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports. In addition,\nsuch statements could be affected by general industry and market conditions and growth rates, and general domestic and international\neconomic conditions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable\nand achievable, such statements involve significant risks and uncertainties, and no assurance can be given that the actual results will\nbe consistent with these forward-looking statements. Except as otherwise required by Federal securities laws, the Company undertakes\nno obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed\ncircumstances, or any other reason."}