Selectis Health accepted 2,789,027 tendered common shares at $5.75 each, triggering a change in control, while borrowers obtained $18,226,250.00 in term loans. Remaining shares are slated to receive $5.75 per share upon the merger, and holders will then lose stockholder rights while the shares leave OTCQB.

Key Highlights

  • The Credit agreement carries a fixed 5.0% annual Interest Rate and matures on August 28, 2031.
  • Abraham Schwartz and Zalman Schapiro joined Selectis Health’s board on September 1, 2026.
  • Selectis Health accepted 2,789,027 tendered shares at $5.75 per share, representing approximately 90.93% of outstanding common stock.
  • Acquisition financing totaled $18,226,250 through Term Loan A and Term Loan B.

Selectis Health, Inc. (OTC: GBCS) accepted 2,789,027 tendered common shares at $5.75 per share, changing control of the company at the acceptance time. The accepted shares represented approximately 90.93% of the common stock outstanding immediately before the Offer expired on August 31, 2026. Remaining shares are set to convert into the right to receive $5.75 per share when the Merger takes effect.

$18.23M Acquisition Financing

The borrowers entered into a credit agreement providing $18,226,250 in aggregate term loans. Milrose Capital, LLC supplied Term Loan A of $10,024,437.50, while SCG Experts Corp. provided Term Loan B of $8,201,812.50. Principal and interest payments begin on September 1, 2027, with monthly installments of $230,855.71 for Term Loan A and $188,881.95 for Term Loan B. The proceeds were used to fund the Offer Price and merger consideration, along with related transaction fees and expenses. Substantially all Assets of the borrowers and certain subsidiaries secure the obligations, while certain Equity holders pledged interests in specified entities. Certain Parent principals also guaranteed the borrowers’ payment and performance obligations.

Cash Consideration Set

Outstanding and unexercised warrants will be cancelled at the effective time and converted into a cash right equal to the excess of the merger consideration over the relevant exercise price for each underlying share. Stockholders will cease to have rights as company stockholders after the merger, apart from receiving the merger consideration or pursuing rights available under Utah law for properly perfected appraisal claims.

Board Leadership Changes

Lance J. Baller resigned from Selectis Health’s board and all board committees on September 1, 2026. The company stated that his resignation was not caused by a disagreement over operations, policies or practices. Abraham Schwartz and Zalman Schapiro became directors on the same date. Parent designated both directors in connection with the tender offer. Schwartz serves as Parent’s chief executive officer, while Schapiro is a Parent principal. Neither had been appointed to a board committee as of the stated date. She continues as interim chief financial officer and principal financial officer.