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Black Pearl to acquire Selectis Health (OTCQB: GBCS) in all-cash deal

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Form Type
8-K

Rhea-AI Filing Summary

Selectis Health, Inc. entered into a definitive agreement to be acquired by affiliates of Black Pearl Equities through a cash tender offer. Black Pearl will offer $5.75 per share in cash for any and all outstanding Selectis common shares, followed by a merger that will take Selectis private as a wholly owned subsidiary.

The tender offer requires that at least 70% of outstanding shares be validly tendered and not withdrawn, along with other conditions such as minimum unrestricted cash of $6.8 million and required regulatory approvals. The board of directors unanimously approved the deal and recommends that stockholders tender into the offer, which is expected to close in the third quarter of 2026, subject to all conditions.

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Insights

Cash sale of Selectis at $5.75 per share via tender offer and merger.

Selectis Health has agreed to be acquired by Black Pearl through a tender offer at $5.75 per share in cash, followed by a short-form merger under Utah law. All outstanding common shares will be eligible, subject to conditions including a 70% minimum tender.

The merger structure uses a Top-Up Option so Black Pearl can reach over 90% ownership and complete a short-form merger without a stockholder vote. Conditions include at least $6,800,000 of unrestricted cash (with at least $2,880,000 in escrow) and specified regulatory approvals.

Both sides agreed to reciprocal termination fees of $400,000 in defined scenarios, which helps keep parties committed but still allows a superior proposal. The transaction is not subject to a financing condition and is targeted to close in Q3 2026, subject to tender results and regulatory clearances.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Offer price $5.75 per share Cash tender offer price for each Selectis common share
Minimum tender condition 70% of outstanding shares Required proportion of shares to be validly tendered
Minimum unrestricted cash $6,800,000 Unrestricted cash required at closing, excluding escrow
Minimum escrow cash $2,880,000 Cash that must be held in escrow as part of conditions
Top-Up ownership threshold More than 90% of shares Ownership level enabled by Top-Up Option for short-form merger
Termination fee (each side) $400,000 Payable by Selectis or Purchaser in specified circumstances
Appraisal rights cap 15% of shares Maximum shares with exercised appraisal rights before acceptance time
Expected closing period Q3 2026 Targeted closing timing for the transaction
tender offer financial
"Purchaser has agreed to cause Merger Sub to make a cash tender offer (the “Offer”) to purchase any and all of the outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Minimum Tender Condition regulatory
"a nonwaivable condition (the “Minimum Tender Condition”) that there be validly tendered and not withdrawn"
Top-Up Option financial
"the Company has granted to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly-issued Shares"
short-form merger regulatory
"The Merger is expected to be effected as a short-form merger under the Utah Revised Business Corporation Act"
A short-form merger is a fast-track legal process that lets a parent company fold a subsidiary into itself without holding a shareholder vote when the parent already owns a very large majority of the subsidiary. Think of it like a roommate who owns almost the entire house reorganizing rooms without getting everyone’s permission; it speeds up consolidation and cost savings but can affect the rights and value received by remaining minority shareholders, so investors watch for impact on ownership, cash payouts, and potential legal challenges.
termination fee financial
"the Company would be required to pay Purchaser a $400,000 termination fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
Schedule 14D-9 regulatory
"the Company intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9"
Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.
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Understanding 8-K Material Events →
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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): June 22, 2026

 

Selectis Health, Inc.

 

(Exact name of registrant as specified in its charter)

 

 Utah   0-15415    87-0340206

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

600 17th Street, Suite 2800, Denver, Colorado   80202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (720) 680-0808

 

N/A

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   N/A   N/A

 

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 1.01. Entry into a Material Definitive Agreement.

 

Merger Agreement

 

On June 22, 2026, Selectis Health, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Black Pearl Equities II, LLC, a New York limited liability company (“Purchaser”), and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), pursuant to which, among other things, Purchaser has agreed to cause Merger Sub to make a cash tender offer (the “Offer”) to purchase any and all of the outstanding shares of the Company’s common stock, par value $0.05 per share (the “Shares”), at a purchase price of $5.75 per Share in cash (the “Offer Price”). Black Pearl Equities, LLC, a New York limited liability company, is the sole member of Purchaser (“Parent”).

 

Merger Sub’s obligation to accept for payment and pay for Shares pursuant to the Offer is subject to various conditions, including (a) a nonwaivable condition (the “Minimum Tender Condition”) that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that, when added to the Shares, if any, already owned by Parent and its subsidiaries, would represent at least seventy percent (70%) of all then outstanding Shares, (b) Shares held by stockholders that have properly exercised appraisal rights under Utah law shall not have exceeded fifteen percent (15%) of the Shares outstanding immediately prior to the Acceptance Time (as defined in the Merger Agreement), (c) the Company shall have demonstrated to the reasonable satisfaction of Purchaser that the aggregate unrestricted cash held by the Company and its subsidiaries is at least $6,800,000 (excluding amounts held in escrow, which amounts held in escrow shall not be less than $2,880,000), (d) the Company shall have demonstrated to the reasonable satisfaction of Purchaser that the Company and its subsidiaries have good, valid and marketable fee simple title to all of their owned real property, free and clear of all liens other than specified permitted encumbrances, (e) the Required OK Approvals (as defined in the Merger Agreement) shall have been obtained, and (f) other customary conditions. There is no financing condition to the obligations to consummate the Offer.

 

The Merger Agreement further provides that upon the terms and subject to the conditions set forth therein, following completion of the Offer, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Purchaser (the “Merger”). Pursuant to the terms of the Merger Agreement, the Company has granted to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly-issued Shares that, when added to the number of Shares held by Purchaser and its affiliates, would constitute one Share more than ninety percent (90%) of the total outstanding Shares. Accordingly, the Merger will be governed by Section 16-10a-1104 of the Utah Revised Business Corporation Act (the “Utah Code”), with no vote of the Company’s stockholders required to consummate the Merger. In the Merger, each outstanding Share (other than Shares held by the Company or any of its subsidiaries, Purchaser or Merger Sub or held by stockholders who are entitled to demand, and who properly demand, appraisal rights under Utah law), will be converted into the right to receive cash in an amount equal to the Offer Price, without interest.

 

The board of directors of the Company (the “Company Board”) has unanimously (a) determined and declared that the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Offer and the Merger) are, on the terms and subject to the conditions set forth in the Merger Agreement, advisable and in the best interests of and are fair to the Company and its stockholders, (b) approved, adopted and authorized in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Offer and the Merger), (c) recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (d) resolved that the Merger shall be effected under Section 16-10a-1104 of the Utah Code and that the Merger shall be consummated as soon as practicable following the acceptance of Shares for payment pursuant to the Offer.

 

The Merger Agreement includes customary representations, warranties and covenants of the Company, Purchaser and Merger Sub, including, among other things, a covenant of the Company not to solicit alternative transactions or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to allow the Company Board to exercise its fiduciary duties. The Merger Agreement may be terminated under certain circumstances, including in connection with superior proposals as set forth therein. If the Company terminates the Merger Agreement to enter into an agreement for a superior proposal and in other specified circumstances, the Company would be required to pay Purchaser a $400,000 termination fee. If Purchaser fails to consummate the transaction under specified circumstances in which it is required to do so, then Purchaser would be required to pay to the Company a $400,000 termination fee.

 

 

 

 

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

 

The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent, Purchaser, Merger Sub or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent, Purchaser, Merger Sub or any of their respective subsidiaries, affiliates, businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company or Parent. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company or Parent and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the Securities and Exchange Commission (the “SEC”).

 

Concurrently with the execution of the Merger Agreement, Purchaser entered into a Tender and Support Agreement (the “Tender Agreement”) with certain stockholders of the Company (the “Supporting Stockholders”), pursuant to which the Supporting Stockholders agreed to promptly tender, and not withdraw, their Shares into the Offer. The foregoing summary of the Tender Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tender Agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

 

Additional Information and Where to Find It

 

The Offer described above has not yet commenced. This Current Report on Form 8-K is not an offer to buy or a solicitation of an offer to sell any shares of common stock of the Company. The solicitation and the offer to buy shares of common stock of the Company will be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Purchaser and Merger Sub intend to file with the SEC. In addition, the Company intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Stockholders will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9, as each may be amended or supplemented from time to time, and related materials with respect to the tender offer free of charge at the website of the SEC at www.sec.gov. STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

Forward-Looking Statements

 

This communication contains certain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results, performance, prospects, and opportunities. The Company has tried to identify these forward-looking statements by using words such as “may,” “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause its actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation: the effectiveness of the cost reduction initiatives undertaken by the Company, changes in demand for the Company’s services, the timing of anticipated transactions, the impact of competitive products and pricing, and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable and achievable, such statements involve significant risks and uncertainties, and no assurance can be given that the actual results will be consistent with these forward-looking statements. Except as otherwise required by Federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

 

Item 7.01. Regulation FD Disclosure.

 

On June 23, 2026, the Company and Parent issued a joint press release announcing the Merger Agreement. A copy of such press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information furnished in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any future filings by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

 

Item 9.01. Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
2.1   Agreement and Plan of Merger dated as of June 22, 2026 by and among Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc. and Selectis Health, Inc.
10.1   Tender and Support Agreement dated as of June 22, 2026 by and among Black Pearl Equities II, LLC and the Supporting Stockholders party thereto
99.1   Press Release dated June 23, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Dated: June 23, 2026 Selectis Health, Inc.
   
  By: /s/ Krystal Eckhart
  Name: Krystal Eckhart
  Title: Interim CEO

 

 

 

 

Index of Exhibits

 

Exhibit No.   Description
2.1   Agreement and Plan of Merger dated as of June 22, 2026 by and among Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc. and Selectis Health, Inc.
10.1   Tender and Support Agreement dated as of June 22, 2026 by and among Black Pearl Equities II, LLC and the Supporting Stockholders party thereto
99.1   Press Release dated June 23, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

Exhibit 99.1

 

 

SELECTIS HEALTH, INC. ENTERS INTO AGREEMENT TO BE ACQUIRED BY BLACK PEARL

 

Stockholders to Receive $5.75 Per Share in Cash

 

Denver, CO – June 23, 2026 – Selectis Health, Inc. (OTCQB: GBCS) (“Selectis” or the “Company”), a healthcare company, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of Black Pearl Equities, a New York-based investment group (together with its affiliates, “Black Pearl”), pursuant to which Black Pearl will acquire all outstanding shares of Selectis common stock for $5.75 per share in cash.

 

Transaction Overview

 

Under the terms of the Merger Agreement, Black Pearl will commence a cash tender offer (the “Offer”) to purchase any and all outstanding shares of Selectis common stock at a price of $5.75 per share, net to the seller in cash, without interest and subject to applicable withholding taxes. The Offer is expected to commence within ten business days of today’s date.

 

Following completion of the Offer, and subject to the satisfaction of customary conditions, Black Pearl’s merger subsidiary will merge with and into Selectis, with Selectis continuing as the surviving corporation and becoming a wholly owned subsidiary of Black Pearl (the “Merger”). The Merger is expected to be effected as a short-form merger under the Utah Revised Business Corporation Act without a stockholder vote, as promptly as practicable following completion of the Offer.

 

The transaction is expected to close in the third quarter of 2026, subject to satisfaction of the conditions set forth in the Merger Agreement, including the valid tender of at least 70% of the outstanding shares of Selectis common stock in the Offer, receipt of required regulatory approvals, and other customary closing conditions. The transaction is not subject to any financing contingencies.

 

Board Recommendation

 

The Board of Directors of Selectis (the “Board”) has unanimously approved the Merger Agreement and determined that the Offer and the Merger are fair to and in the best interests of the Company and its stockholders.

 

Quote

 

“This transaction delivers immediate, certain cash value to our stockholders at a meaningful premium, and reflects the dedication of our team and the strength of our portfolio,” said Krystal Echart, interim CEO and CFO of Selectis. “We believe partnering with Black Pearl positions Selectis for its next chapter of growth while ensuring continuity of the high-quality care our residents depend on.”

 

 

 

 

“From the outset, our approach to Selectis has been guided by a genuine regard for the company, its people, and its work," said Abraham Schwartz, Chief Executive Officer and President of Black Pearl. "We are grateful to the Selectis Board for its collaboration in reaching this agreement and look forward to completing the transaction.”

 

Advisors

 

Pearson Butler, LLC is acting as legal counsel to Selectis in connection with the transaction. Olshan Frome Wolosky LLP is acting as legal counsel to Black Pearl.

 

Important Notice Regarding the Tender Offer

 

The tender offer described in this press release has not yet commenced. This press release is neither a recommendation, an offer to purchase, nor a solicitation of an offer to sell any shares of Selectis common stock or any other securities. Stockholders of Selectis should not tender their shares in response to this press release. The Board’s formal recommendation with respect to the Offer will be set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Selectis with the SEC upon or promptly following commencement of the Offer. Stockholders are urged to read the Schedule 14D-9 and all other relevant documents filed with the SEC carefully and in their entirety when they become available, as they will contain important information about the Offer. The Offer has not yet commenced.

 

Additional Information

 

In connection with the Offer, Black Pearl will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”), and Selectis will file a Solicitation/Recommendation Statement on Schedule 14D-9, each containing important information about the Offer. Stockholders of Selectis are urged to read these documents carefully when they become available, as they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements”. Forward-looking statements can be identified by words like “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “continue,” and variations of such words and similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to: (i) the satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory approvals; (iii) the ability to realize the anticipated benefits of the transaction; (iv) the ability to successfully integrate the businesses; (v) disruption from the transaction making it more difficult to maintain business and operational relationships; (vi) the negative effects of this announcement or the consummation of the proposed transaction on the market price of Selectis’ common stock; (vii) significant transaction costs and unknown liabilities; (viii) litigation or regulatory actions related to the proposed transaction; and (xi) the failure to obtain the necessary financing to complete the transaction. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

 

 

 

The forward-looking statements included in this press release are made only as of the date of this release, and except as otherwise required by federal securities law, neither Selectis nor Black Pearl assumes any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

 

About Selectis Health, Inc.

 

Selectis Health, Inc. is a healthcare owner-operator that acquires, develops, and manages skilled nursing facilities, assisted living facilities, and independent living facilities across the South and Southeastern United States. The Company currently operates eight properties in Arkansas and Oklahoma, providing post-acute and skilled nursing care, assisted and independent living services, and continuing care retirement programs, with reimbursement sourced through Medicare, Medicaid, and private pay arrangements. Selectis is focused on delivering quality resident care while pursuing strategic growth opportunities in an expanding senior healthcare market.

 

About Black Pearl

 

Black Pearl is a dynamic investment firm, advisory, and consultancy strategically diversified across healthcare sectors. Headquartered in Brooklyn, New York, Black Pearl fosters strategic synergies and facilitates high-impact transactions.

 

Contact:

 

Selectis Health, Inc.

600 17th Street, Suite 2800

Denver, CO 80202

selectis@gateway-grp.com 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What is Black Pearl offering to pay for Selectis Health (GBCS) shares?

Black Pearl has agreed to pay $5.75 in cash per share for all outstanding Selectis Health common stock. The consideration is payable in cash, net to the seller, without interest and subject to applicable withholding taxes, through a tender offer followed by a merger.

How will the Selectis Health (GBCS) acquisition by Black Pearl be structured?

The deal will start with a cash tender offer for any and all Selectis shares at $5.75 per share. After the offer, Black Pearl’s merger subsidiary will merge into Selectis in a short-form merger, making Selectis a wholly owned subsidiary without a stockholder vote.

What conditions must be met for the Selectis Health (GBCS) tender offer to close?

Key conditions include at least 70% of outstanding shares being validly tendered and not withdrawn, minimum unrestricted cash of $6.8 million with at least $2.88 million in escrow, required regulatory approvals, and other customary closing conditions in the merger agreement.

When is the Selectis Health (GBCS) transaction with Black Pearl expected to close?

The transaction is expected to close in the third quarter of 2026, subject to satisfaction of all conditions. These include successful completion of the tender offer, required regulatory approvals, and fulfillment of other customary terms specified in the merger agreement.

Did the Selectis Health (GBCS) board approve the Black Pearl acquisition?

Yes. The Selectis board of directors unanimously approved the merger agreement, determined the offer and merger are fair and in the best interests of stockholders, and recommends that stockholders tender their shares into the cash offer at $5.75 per share.

Are there termination fees in the Selectis Health (GBCS) merger agreement with Black Pearl?

The merger agreement includes reciprocal $400,000 termination fees. Selectis would owe this fee if it terminates to accept a superior proposal in specified cases, and Black Pearl would owe the same amount if it fails to consummate the transaction under certain defined circumstances.

Filing Exhibits & Attachments

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