SELECTIS HEALTH Announces Change of Control; $18.23M Term Loan

What Happened

• Selectis Health (GBCS) filed an 8‑K reporting that a tender offer and related merger closed (press release dated Sept 1, 2026), resulting in a change of control. Accepted shares will be cancelled and converted into $5.75 in cash per share (the “Merger Consideration”). The aggregate cash paid in the offer and merger is approximately $17,635,589 (excluding warrants and other equity awards).
• To fund the offer and merger, the buyers entered into a Credit Agreement dated Aug 31, 2026 providing aggregate term loans of $18,226,250. The loans bear a fixed 5.0% interest rate and mature on Aug 28, 2031. Upon completion of the merger the company will become a wholly owned subsidiary of Purchaser.

Key Details

• Term Loans: $18,226,250 total — Term Loan A $10,024,437.50 (Milrose) and Term Loan B $8,201,812.50 (SCG Experts). Interest: fixed 5.0% p.a.; maturity Aug 28, 2031.
• Repayment: Monthly principal & interest installments begin Sept 1, 2027 — $230,855.71 (Term Loan A) and $188,881.95 (Term Loan B). Voluntary prepayment allowed without penalty.
• Security & Guarantees: Borrowers granted liens on substantially all assets; certain equity interests were pledged; principals of the parent provided guarantees.
• Corporate changes: Lance J. Baller resigned from the Board (Sept 1, 2026). Abraham Schwartz (CEO of Parent) and Zalman Schapiro appointed to the Board. Interim CEO Krystal Eckhart resigned as CEO but remains Interim CFO and principal financial officer.
• Effect on holders: All outstanding common shares (except treasury or perfected appraisal claims) will be cancelled for cash; outstanding warrants will be cancelled or cashed out per their terms. The company intends to delist from the OTCQB and terminate its SEC reporting obligations by filing Form 15.

Why It Matters

• For shareholders: Holders who tendered or whose shares are accepted will receive $5.75 per share in cash and will no longer hold equity in Selectis Health — the company becomes privately controlled and plans to terminate public reporting.
• For creditors and future operations: The company (and related borrowers) are taking on secured debt ($18.23M) with principal and interest repayment obligations and covenants; this raises leverage and creates secured creditor claims that matter to lenders and counterparties.
• For governance: New directors designated by the buyer are installed and the interim CEO role changed, signaling control by the acquiring parent.