Selectis Health (GBCS) faces $5.75-per-share cash tender offer by Black Pearl

Rhea-AI Filing Summary

Selectis Health, Inc. is the subject of a cash tender offer by Black Pearl Equities, LLC, Black Pearl Equities II, LLC, and Tortuga Acquisition Sub, Inc. The offer seeks to purchase all issued and outstanding common shares at $5.75 per share in cash, without interest and subject to any required tax withholding, under an Offer to Purchase dated July 13, 2026.

This amendment does not change the economic terms of the offer. It revises wording in the legal and regulatory approvals section by replacing the phrase “OK Required Approvals” with “Required OK Approvals,” leaving all other terms and conditions of the tender offer unchanged.

Key Figures

Tender offer price: $5.75 per share Par value per share: $0.05 per share Offer to Purchase date: July 13, 2026 +1 more

4 metrics

Tender offer price $5.75 per share Cash consideration offered for each issued and outstanding common share

Par value per share $0.05 per share Par value of Selectis Health common stock covered by the offer

Offer to Purchase date July 13, 2026 Date of the Offer to Purchase governing the tender offer terms

Amendment No. 1 date July 15, 2026 Execution date of the amendment revising regulatory approval wording

Key Terms

Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Required OK Approvals, +1 more

5 terms

Tender Offer Statement regulatory

"This Amendment No. 1 to Tender Offer Statement on Schedule TO"

A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.

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 (the “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.

Required OK Approvals regulatory

"replacing it with “Required OK Approvals”"

Schedule TO regulatory

"amends and supplements the Tender Offer Statement on Schedule TO filed by Parent"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

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

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Available on EDGAR 07/16/2026 - 06:02 AM Accepted by SEC EDGAR 07/15/2026 - 05:40 PM Learn about SEC filing dates

FAQ

What are the key terms of the Selectis Health (GBCS) tender offer?

The offer covers all issued and outstanding common shares of Selectis Health at $5.75 per share in cash, without interest and subject to any required tax withholding, under an Offer to Purchase dated July 13, 2026.

Who is making the tender offer for Selectis Health (GBCS) shares?

The tender offer is being made by Black Pearl Equities, LLC, its wholly owned subsidiary Black Pearl Equities II, LLC, and wholly owned subsidiary Tortuga Acquisition Sub, Inc., all acting together as the offerors for the common stock.

What change does Amendment No. 1 introduce to the Selectis Health (GBCS) offer?

Amendment No. 1 changes a phrase in the legal and regulatory approvals section, replacing “OK Required Approvals” with “Required OK Approvals”, while leaving all other terms and economic conditions of the tender offer the same.

Does Amendment No. 1 affect the $5.75 per share price in the Selectis Health (GBCS) offer?

No. The amendment only updates specific regulatory approval wording. The tender offer still provides $5.75 per share in cash for all issued and outstanding common shares, without interest and subject to any required tax withholding.

Which securities of Selectis Health (GBCS) are included in the tender offer?

The transaction covers all issued and outstanding shares of Selectis Health’s common stock with a par value of $0.05 per share. These are the shares that can be tendered at the cash offer price of $5.75 per share.

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. 1) 

____________________

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. 1 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”).

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended by deleting the reference to “OK Required Approvals” in the first paragraph under Item 12 – Certain Legal Matters; Regulatory Approvals on page 48 of the Offer to Purchase, and replacing it with “Required OK Approvals”.

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.

2

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: July 15, 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

SCHNEUR ZALMAN SCHAPIRO

/s/ Schneur Zalman Schapiro

3