Over 2.7M Selectis Health (GBCS) shares tendered as cash bid extended

Rhea-AI Filing Summary

Selectis Health, Inc. (symbol GBCS) is the subject of a cash tender offer by Black Pearl Equities, LLC and its subsidiaries to acquire all outstanding common shares at $5.75 per share. This amendment reports a change in the offer timetable and current tender levels.

The offer expiration has been extended from 5:00 p.m., New York City time, on August 17, 2026 to 5:00 p.m. on August 24, 2026, unless further extended. The deadline to deliver shares under the guaranteed delivery procedures is extended to 5:00 p.m. on August 25, 2026, and the deadline for stockholders to deliver written demands for appraisal rights under Utah law is correspondingly extended. As of August 17, 2026, 2,769,282 shares had been validly tendered and not withdrawn.

Key Figures

Tender offer price: $5.75 per Share Shares tendered: 2,769,282 Shares Offer expiration: 5:00 p.m. on August 24, 2026 +1 more

4 metrics

Tender offer price $5.75 per Share Cash consideration offered for each share of Selectis Health common stock

Shares tendered 2,769,282 Shares Validly tendered and not withdrawn as of August 17, 2026

Offer expiration 5:00 p.m. on August 24, 2026 Extended expiration time for the tender offer, New York City time

Guaranteed delivery deadline 5:00 p.m. on August 25, 2026 Extended deadline to deliver shares under guaranteed delivery procedures

Key Terms

tender offer, guaranteed delivery procedures, appraisal rights, Offer Price

4 terms

tender offer financial

"relating to their offer to purchase all of the issued and 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.

guaranteed delivery procedures financial

"deadline to deliver Shares pursuant to the guaranteed delivery procedures"

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

"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.

Offer Price financial

"at a purchase price of $5.75 per Share in cash (the “Offer Price”)"

The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.

FAQ

What is being offered to Selectis Health, Inc. (GBCS) shareholders in this tender offer?

Shareholders are being offered $5.75 in cash per share for all issued and outstanding common stock. The consideration is paid in cash, without interest, and subject to any required tax withholding under the stated terms.

What is the new expiration date of the Selectis Health (GBCS) tender offer?

The offer expiration has been extended to 5:00 p.m., New York City time, on August 24, 2026. This replaces the prior August 17, 2026 deadline and may be further extended under the offer terms.

How many Selectis Health (GBCS) shares have been tendered so far?

As of August 17, 2026, a total of 2,769,282 shares had been validly tendered and not withdrawn. This figure reflects the participation level in the offer at that date.

What is the deadline for guaranteed delivery of Selectis Health (GBCS) shares?

The deadline to deliver shares using the guaranteed delivery procedures is 5:00 p.m., New York City time, on August 25, 2026. This corresponds with the extended expiration of the tender offer.

How are appraisal rights for Selectis Health (GBCS) stockholders affected?

The deadline for stockholders to deliver a written demand for appraisal rights under Utah law is correspondingly extended. The timing aligns with the newly extended tender offer schedule.

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

The offer is being made by Black Pearl Equities, LLC, together with its wholly owned subsidiaries Black Pearl Equities II, LLC and Tortuga Acquisition Sub, Inc. These entities are seeking to purchase all outstanding common shares.

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

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Available on EDGAR 08/18/2026 - 05:41 PM Accepted by SEC EDGAR 08/18/2026 - 05:26 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. 4)

____________________

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. 4 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 17, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on August 24, 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 24, 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 25, 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 17 2026, 2,769,282 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 17, 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 24, 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 18, 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 18, 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