Selectis Health Inc.

12/30/2025 | Press release | Distributed by Public on 12/30/2025 13:36

Financial Obligation, Corporate Action (Form 8-K)

ITEM 2.03 Modification of Direct Obligation

ITEM 3.03 Modification of Rights of Securityholders

The following sets forth the information required by Items 2.03 and 3.03 of Regulation S-K:

1. Effective December 31, 2025, the Company entered into a Third Amended and Restated Allonge and Modification Agreement (the "Third Allonge") with the holders of more than a majority in interest in the Company's 2018 11% Senior Secured Promissory Notes (the "Notes"). As of the Effective Date, there were an aggregate of $1,775,000 in principal amount of Notes outstanding.The following is a summary of the terms of the Third Allonge, which summary is qualified in its entirety by the Third Allonge which is filed herewith as Exhibit 10.01:

A. The Maturity Date of the Notes is extended to the earlier of (i) February 28, 2026 or (ii) the consummation by the Company of a Qualified Transaction which would result in the Company realizing net proceeds, after deducting transaction expenses and retirement of mortgage debt, sufficient to enable the Company to retire all outstanding Notes, principal and accrued interest. The Maturity Date can be extended under certain circumstances.
B. Interest on the Notes will accrue at the rate of 13% per annum until paid in full.
C. The rights of all Noteholders will continue to be governed by the terms of the Intercreditor Agreement.
D. The expiration date of the Warrants previously granted to the Noteholders is extended to December 31, 2027. The exercise price of the Warrants will continue to be $2.25 per share.
E. Effective January 1, 2026, Kent Lund and Lance Baller will be appointed to serve as members of the Company's Board of Directors.
F. The Company will pay a solicitation fee of $9,000 to GVC Capital LLC in connection with the execution of the Third Allonge.
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