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8-KAccepted Oct 9, 4:54 PM ET

Selectis Health: completes merger and becomes borrower on $18,226,250 loan

GBCSSELECTIS HEALTH, INC.

Accepted (ET)

4:54 PM

Oct 9, 2026

Filed

Oct 9, 2026

Documents

13

Size

276.5 KB

Summary

Selectis Health: completes merger and becomes borrower on $18,226,250 loan

Updated

What happened Selectis Health filed a Current Report on Form 8-K on Oct 9, 2026 reporting that the merger became effective and, at the Effective Time, the company became a borrower under a Credit Agreement dated Aug 31, 2026 with Milrose Capital, LLC and SCG Experts Corp. The lenders provided term loans in an aggregate principal amount of $18,226,250.00. The filing reports that each outstanding share was cancelled and converted into the right to receive $5.75 in cash (the "Merger Consideration"), and that the aggregate cash consideration payable in the offer and the merger is approximately $17,635,589, funded with proceeds of the Term Loans.

Key details

  • Credit Agreement dated Aug 31, 2026: Term Loans of $18,226,250.00, fixed interest rate of 5.0% per annum, maturity Aug 28, 2031; principal and interest payable in monthly installments commencing Sep 1, 2027.
  • Security: obligations secured by a security interest in substantially all assets of the borrowers and certain subsidiaries; the company and its subsidiaries joined the agreement and related security documents at closing.
  • Merger consideration and treatment of securities: $5.75 per share in cash; outstanding warrants converted into cash amounts when in excess of exercise price or cancelled if exercise price was equal to or greater than the Merger Consideration.
  • Corporate changes: company became a wholly owned subsidiary of Purchaser; directors Clifford L. Neuman, Kent J. Lund and Richard Huebner ceased service and Krystal Eckhart ceased as interim CFO; Abraham Schwartz and Zalman Schapiro became directors and officers; articles of incorporation and bylaws were amended and restated.
  • Other events: the company notified FINRA and the Shares will no longer be quoted on the OTCQB; the company intends to file a Form 15 to terminate registration under Section 12(g) and suspend reporting under Sections 13(a) and 15(d).

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement — the Credit Agreement creating Term Loans of $18,226,250), Item 2.01 and 2.03 (completion of the acquisition/merger and creation of a direct financial obligation funded by the Term Loans), Item 3.03 (material modification to rights of security holders — shares cancelled and converted into cash), Item 5.01, 5.02 and 5.03 (change in control, departure and election of directors and officers, and amendments to articles of incorporation and bylaws), and Item 8.01 (other events — FINRA notice and intent to file Form 15). The filing does not show why the company acted or why any insider traded.

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