Selectis Health (GBCS) investors get more time on $5.75 cash offer

Rhea-AI Filing Summary

SELECTIS HEALTH, Inc. (GBCS) is the subject of an amended tender offer by Black Pearl Equities, LLC, its subsidiaries, and affiliated persons. The amendment extends the cash tender offer to purchase all outstanding common shares at $5.75 per share.

The offer expiration is extended from 5:00 p.m. New York City time on August 24, 2026 to 5:00 p.m. on August 27, 2026, with the guaranteed delivery deadline extended to 5:00 p.m. on August 28, 2026. As of August 24, 2026, 2,773,036 shares had been validly tendered and not withdrawn. The deadline to deliver written demands for appraisal rights under Utah law is correspondingly extended.

Key Figures

Offer Price per Share: $5.75 per Share Shares Tendered: 2,773,036 Shares Offer Expiration: 5:00 p.m., August 27, 2026 (New York City time) +1 more

4 metrics

Offer Price per Share $5.75 per Share Cash tender offer price for each outstanding share of common stock

Shares Tendered 2,773,036 Shares Validly tendered and not withdrawn as of August 24, 2026

Offer Expiration 5:00 p.m., August 27, 2026 (New York City time) Extended expiration date of the tender offer

Guaranteed Delivery Deadline 5:00 p.m., August 28, 2026 (New York City time) Extended deadline for delivery of shares under guaranteed delivery procedures

Key Terms

Offer to Purchase, Letter of Transmittal, guaranteed delivery procedures, appraisal rights, +1 more

5 terms

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"and in the related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

guaranteed delivery procedures financial

"pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase"

Guaranteed delivery procedures are a settlement arrangement that lets a buyer or seller complete a trade even when the actual shares or cash cannot be delivered immediately, by promising to provide them within a short, specified window. For investors this works like reserving and paying for an item that will be shipped later: it reduces the risk of a failed trade and allows participation in offerings or market trades despite paperwork or transfer delays, but it also means you should watch the final settlement date and counterparty obligations.

appraisal rights regulatory

"The deadline for stockholders wishing to exercise appraisal rights under Utah law"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Expiration Date financial

"The Expiration Date of the Offer is extended until 5:00 p.m."

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

FAQ

What is the tender offer price for SELECTIS HEALTH, Inc. (GBCS) shares?

The tender offer price is $5.75 per share in cash, without interest and subject to any required tax withholding, for each outstanding share of SELECTIS HEALTH, Inc. common stock.

When does the extended tender offer for GBCS now expire?

The offer now expires at 5:00 p.m., New York City time, on August 27, 2026, replacing the prior expiration of 5:00 p.m. on August 24, 2026, unless further extended.

How many GBCS shares have been tendered so far in the offer?

As of August 24, 2026, a total of 2,773,036 shares of SELECTIS HEALTH, Inc. common stock had been validly tendered into the offer and not withdrawn.

Can tendered GBCS shares still be withdrawn after this amendment?

Yes. Shares previously tendered may be withdrawn at any time until 5:00 p.m., New York City time, on August 27, 2026.

What is the new guaranteed delivery deadline for GBCS shares in the tender offer?

The deadline to deliver shares under the guaranteed delivery procedures is extended to 5:00 p.m., New York City time, on August 28, 2026, as described in Section 3 of the Offer to Purchase.

How are appraisal rights for GBCS stockholders affected by this amendment?

The deadline for stockholders to deliver a written demand for appraisal rights under Utah law is correspondingly extended, in line with the new offer timing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/25/2026 - 04:39 PM Accepted by SEC EDGAR 08/25/2026 - 04:35 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

____________________

SELECTIS HEALTH, Inc.

(Name of Subject Company (Issuer))

____________________

BLACK PEARL EQUITIES, LLC

and

BLACK PEARL EQUITIES II, LLC,

its wholly owned subsidiary

and

TORTUGA ACQUISITION SUB, INC.,

its wholly owned subsidiary

(Names of Filing Persons (Offerors))

ABRAHAM SCHWARTZ

and

SCHNEUR ZALMAN SCHAPIRO

(Names of Filing Persons (Other Persons))

___________________

Common Stock, par value $0.05 Per Share

(Title of Class of Securities)

____________________

816291108

(CUSIP Number of Class of Securities)

____________________

Abraham Schwartz

Chief Executive Officer

901 Myrtle Avenue

Brooklyn, NY 11206

(212) 235-1367

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

____________________

With a copy to:

Ryan Nebel
Michael R. Neidell
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300

____________________

☐ 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 Amendment No. 5 to Tender Offer Statement on Schedule TO (this “Amendment”) is filed by Black Pearl Equities, LLC, a New York limited liability company (“Parent”), Black Pearl Equities II, LLC, a New York limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”).

This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed by Parent, Purchaser and Merger Sub with the U.S. Securities and Exchange Commission on July 13, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) relating to their offer to purchase all of the issued and outstanding shares of common stock, par value, $0.05 per share (the “Shares”), of Selectis Health, Inc., a Utah corporation (the “Company”), at a purchase price of $5.75 per Share in cash (the “Offer Price”), without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 13, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Except as otherwise set forth in this Amendment, the information in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.

Items 1 through 9 and 11.

The Offer to Purchase, Letter of Transmittal and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

The Offer was scheduled to expire at 5:00 p.m., New York City time, on August 24, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on August 27, 2026, unless further extended. Additionally, Shares that have been previously tendered may be withdrawn at any time until 5:00 P.M., New York City time, on August 27, 2026. The deadline to deliver Shares pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase is correspondingly extended to 5:00 p.m., New York City time, on August 28, 2026. The deadline for stockholders wishing to exercise appraisal rights under Utah law to deliver a written demand for appraisal is correspondingly extended.

As of August 24 2026, 2,773,036 Shares had validly been tendered in, and not withdrawn from, the Offer.

All references to the scheduled expiration of the Offer being “5:00 p.m., New York City time, on August 24, 2026” set forth in the Offer to Purchase or the Letter of Transmittal are hereby amended and replaced with “5:00 p.m., New York City time, on August 27, 2026.”

Item 12. Exhibits.

Item 12 is hereby amended to add the following exhibit:

Exhibit No.		Description
(a)(5)(C)		Press Release issued by Black Pearl Equities, LLC, dated August 25, 2026.*

* Filed herewith

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 25, 2026

	BLACK PEARL EQUITIES, LLC
	By:	/s/ Abraham Schwartz
		Name:	Abraham Schwartz
		Title:	Chief Executive Officer

	BLACK PEARL EQUITIES II, LLC
	By:	/s/ Abraham Schwartz
		Name:	Abraham Schwartz
		Title:	Chief Executive Officer

	TORTUGA ACQUISITION SUB, INC.
	By:	/s/ Abraham Schwartz
		Name:	Abraham Schwartz
		Title:	Chief Executive Officer

ABRAHAM SCHWARTZ

/s/ Abraham Schwartz

Abraham Schwartz

SCHNEUR ZALMAN SCHAPIRO

/s/ Schneur Zalman Schapiro

Schneur Zalman Schapiro