AS
FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2026
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE
TO/C
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
_________________
SELECTIS
HEALTH, INC.
(Exact
name of subject company (issuer))
Black
Pearl Equities, LLC, Offeror
(Name
of filing person)
Common
Stock, CUSIP #
(Title
of class of securities)
_________________
Abraham
Schwartz, President
Black
Pearl Equities, LLC
901
Myrtle Avenue
Brooklyn,
New York 11206
Phone:
(212) 235-1367
E-mail:
to@blackpearlequities.com
(Name,
Address, Including Zip Code and Telephone Number,
Including
Area Code, of Agent for Service)
WITH
COPIES OF ALL CORRESPONDENCE TO:
Thomas
C. Cook, Esq.
The
Law Offices of Thomas C. Cook
10470
W. Cheyenne Avenue Suite 115, PMB 303
Las
Vegas, Nevada 89129
Phone:
(702) 524-9151
E-mail:
tccesq@aol.com
*
Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection
with this filing because it relates solely to preliminary communications made before the commencement
of a tender offer. |
| ☐ |
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| |
Amount
Previously Paid: None |
Filing
Party: N/A |
| |
Form
of Registration No.: N/A |
Date
Filed: N/A |
| ☒ |
Check the box if the
filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| |
☒ |
Third-party tender
offer subject to Rule 14d-1. |
| |
☐ |
Issuer tender offer
subject to Rule 13e-4. |
| |
☐ |
Going-private transaction
subject to Rule 13e-3. |
| |
☐ |
Amendment to Schedule
13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| |
☐ |
Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
| |
☐ |
Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
This
Tender Offer Statement on Schedule TO-C (“Schedule TO-C”) relates solely to preliminary communications made before the commencement
of a planned tender offer by Black Pearl Equities, LLC (“Black Pearl”) to acquire all of the issued and outstanding shares
of common stock, par value $0.001 per share, of Selectis Health, Inc. (“Selectis”), at a price of $4.00 per share, net to
the seller in cash, without interest, and subject to any required withholding of taxes, pursuant to a proposed definitive acquisition
agreement to be entered into between Black Pearl and Selectis.
Additional
Information and Where to Find It
The
tender offer described herein has not yet commenced. This document is for informational purposes only and does not constitute an offer
to purchase or a solicitation of an offer to sell any shares of common stock of Selectis Health, Inc. (“Selectis”) or any
other securities.
On
the commencement date of the tender offer, a Tender Offer Statement on Schedule TO, including an Offer to Purchase, a Letter of Transmittal,
and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by Black Pearl Equities,
LLC (“Black Pearl”) and/or one or more of its affiliates. A Solicitation/Recommendation Statement on Schedule 14D-9 will
be filed with the SEC by Selectis.
The
offer to purchase all of the issued and outstanding shares of Selectis common stock will be made only pursuant to the Offer to Purchase,
the Letter of Transmittal, and related documents filed as part of the Tender Offer Statement on Schedule TO.
THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL, AND OTHER RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF SELECTIS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES.
Investors
and security holders will be able to obtain a free copy of these filings (when available) and other relevant materials on the SEC’s
website at www.sec.gov or by directing requests to the Information Agent for the tender offer, which
will be named in the Tender Offer Statement on Schedule TO.
Forward-Looking
Statements
This
document and the materials attached hereto contain forward-looking statements related to the proposed transaction between Black Pearl
Equities, LLC (“Black Pearl”) and Selectis Health, Inc. (“Selectis”), including statements regarding the anticipated
benefits and timing of the proposed transaction, as well as statements regarding the companies’ operations, strategies, and markets.
Words
such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “project,” “predict,” “should,” “would,” and “will,”
and variations of such words and similar expressions are intended to identify such forward-looking statements.
Such
statements are based on management’s expectations as of the date they were first made and involve risks and uncertainties that
could cause actual results to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties
include, among others: the outcome of any regulatory reviews of the proposed transaction; the ability of the parties to complete the
transaction in the expected time frame or at all; the ability of Black Pearl to successfully integrate Selectis’s business following
completion; changes in the long-term care and healthcare real estate markets; evolving government regulation and reimbursement frameworks;
the risk that anticipated synergies or strategic benefits are not realized as expected; the ability to retain key personnel and maintain
customer and supplier relationships; and other factors affecting the operations and prospects of either company.
Except
as required by law, neither Black Pearl nor Selectis undertakes any obligation to update or revise any forward-looking statements to
reflect subsequent events, new information, or future circumstances.
Additional
risks include the possibility that the parties are unable to retain or hire key personnel, that unanticipated restructuring costs may
be incurred, or that undisclosed liabilities may be assumed. Other potential risks are described in Selectis Health, Inc.’s filings
with the U.S. Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which is on file with or furnished to the SEC and available at
www.sec.gov.
SEC
filings for Selectis Health, Inc. may also be available in the Investor Relations section of its website at ir.selectis.com.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. Unless
otherwise required by applicable law, Black Pearl Equities, LLC and Selectis Health, Inc. undertake no obligation, and do not intend,
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 6, 2026
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BLACK PEARL EQUITIES,
LLC |
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By:/s/
Abraham Schwartz |
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Abraham Schwartz
Chief Executive Officer, President and Director
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