Selectis Health (GBCS) tender offer extended as 2.81M shares tendered

Rhea-AI Filing Summary

Black Pearl Equities, LLC, through its subsidiaries, is amending its tender offer to acquire all outstanding shares of Selectis Health, Inc. common stock for $5.75 per share in cash, without interest and subject to tax withholding. The offer’s expiration is extended from 5:00 p.m. New York City time on August 10, 2026 to 5:00 p.m. on August 17, 2026, unless further extended. As of August 10, 2026, 2,807,869 shares had been validly tendered and not withdrawn. The guaranteed delivery deadline is extended to 5:00 p.m. on August 18, 2026, and the deadline to deliver written demands to exercise appraisal rights under Utah law is correspondingly extended.

Key Figures

Tender offer price: $5.75 per Share Offer expiration: 5:00 p.m. New York City time on August 17, 2026 Guaranteed delivery deadline: 5:00 p.m. New York City time on August 18, 2026 +2 more

5 metrics

Tender offer price $5.75 per Share Cash consideration per Selectis Health common share under the offer

Offer expiration 5:00 p.m. New York City time on August 17, 2026 Extended expiration date of the tender offer

Guaranteed delivery deadline 5:00 p.m. New York City time on August 18, 2026 Extended deadline to deliver Shares via guaranteed delivery procedures

Shares tendered 2,807,869 Shares Validly tendered and not withdrawn as of August 10, 2026

Par value per share $0.05 per share Par value of Selectis Health common stock subject to the offer

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, copies of which are attached"

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 regulatory

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

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.

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

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Available on EDGAR 08/11/2026 - 04:35 PM Accepted by SEC EDGAR 08/11/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What is Black Pearl’s tender offer price for Selectis Health (GBCS) shares?

Black Pearl is offering $5.75 per Selectis Health share in cash. The offer covers all issued and outstanding common stock, with payment in cash, without interest and subject to applicable tax withholding.

When does the Selectis Health (GBCS) tender offer now expire?

The tender offer now expires at 5:00 p.m. New York City time on August 17, 2026. This is an extension from the prior August 10, 2026 expiration, and it may be further extended.

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

As of August 10, 2026, a total of 2,807,869 shares of Selectis Health common stock had been validly tendered into Black Pearl’s offer and not withdrawn.

Until when can Selectis Health (GBCS) shareholders withdraw previously tendered shares?

Previously tendered shares may be withdrawn at any time until 5:00 p.m. New York City time on August 17, 2026. After that time, withdrawal rights would cease unless the offer is further extended.

What is the new guaranteed delivery deadline in the Selectis Health (GBCS) 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 18, 2026. This matches the one-day extension beyond the offer’s new expiration date.

How are appraisal rights for Selectis Health (GBCS) affected by this amendment?

The deadline for stockholders wishing to exercise appraisal rights under Utah law and deliver a written demand for appraisal is correspondingly extended, aligning with the tender offer’s extended timing.

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. 3)

____________________

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. 3 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 10, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on August 17, 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 17, 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 18, 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 10, 2026, 2,807,869 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 10, 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 17, 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 11, 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 11, 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