Current Report Filing (8-k)
July 14 2021 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 9, 2021
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
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(State
or other jurisdiction
of
incorporation)
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Commission
File
Number
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(I.R.S.
Employer
Identification
number)
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8480
E. Orchard Road, Suite 4900, Greenwood Village, CO 80111
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (720) 680-0808
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(Former
name or former address, if changed since last report)
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[ ]
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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
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each Class
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Trading
Symbol
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Name
of each exchange on which registered
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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 [X]
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
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UNREGISTERED
SALE OF EQUITY SECURITIES
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The
following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities
by Selectis Health, Inc. (the “Company”) effective July 9, 2021.
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a.
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On
July 9, 2021, the Company sold 1,500,000 shares of Common Stock at a purchase price of $0.50 per share for a total amount
of $750,000.
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b.
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The
Common Stock was sold to nine (9) investors, each of whom qualified as an “accredited investor” within the meaning of
Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the “Securities Act”).
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c.
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The
offering was conducted through a registered broker-dealer acting as a Placement Agent. The Placement Agent was paid a cash commission
of 5% of the gross proceeds of the offering proceeds, except for a 2.5% commission on the proceeds of investments by directors and
officers of the Company and a 10% warrant coverage for investments from non-officer/director investors, exercisable for three years
at an exercise price of $0.50 per share.
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d.
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The
issuance of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration
requirements of the Securities Act set forth in Rule 506(b) of Regulation D and Section 4(2) thereunder. The investors each qualified
as an “accredited investor” within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were
taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising
or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business,
including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business
and corporate information. Based on our investigation, we believed that the accredited investors obtained all information regarding
the Company that each requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities
for investment purposes.
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e.
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The
Warrants noted in Item 3.02(c) above are exercisable to purchase 66,500 shares of Common Stock of the Company for three years at
an exercise price of $0.50 per share.
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f.
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The
proceeds will be used for general working capital.
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SIGNATURE
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:
July 14, 2021
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/s/
Lance Baller
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Lance
Baller, CEO
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