Amended Current Report Filing (8-k/a)
January 21 2022 - 1:33PM
Edgar (US Regulatory)
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2022-01-06
2022-01-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A-1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 6, 2022
SELECTIS
HEALTH, INC.
(Exact
Name of Registrant as Specified in its Charter)
Utah
|
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0-15415
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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)
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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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
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|
N/A
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N/A
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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
3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The
following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities
by the Company:
1(a)
On January 17, 2022, the Company completed the exchange of an additional $165,000 in principal amount of 2018 11% Senior Secured Promissory
Notes (the “Notes”) for 33,000 shares of common stock of the Company at an exchange price of $5.00 per share. Giving effect
to the foregoing additional Note exchanges, the aggregate amount of principal converted for the entire Exchange Offering was $795,000
in Notes and the total number of shares issued upon conversion of the Notes was 159,000 shares of common stock. The Company terminated
the exchange offer as of January 17, as approved by the Board of Directors. The effective date of all exchanges was agreed to be December
31, 2021. The exchange is intended to enhance the Company’s net equity to in excess of $4.0 million to support its efforts to be
approved for an exchange listing.
b.
The total of 159,000 shares issued in the Exchange Offering were issued to 15 Note holders without registration under the Securities
Act of 1933 as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act. The shares issued will
be “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s
customary restrictive legend; provided that some investors who are non-affiliates of the Company and who have not been affiliates for
at least 90 days may be eligible to have the restrictive legend removed.
c.
The Company paid a solicitation fee of $8,200 to GVC Capital LLC in connection with the conversion of Notes by holders who were its clients.
d.
The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the
registration requirements of the Securities Act set forth in Section 4(a)(2) thereunder.
e.
The terms of the conversions of debt are disclosed in Item 1.a above.
f.
Not applicable.
SIGNATURES
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.
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Selectis
Health, Inc.
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(Registrant)
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Dated:
January 21, 2022
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/s/
Lance Baller
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Lance
Baller, CEO
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