Selectis Health gets $5.75 per share cash offer

Black Pearl Equities, LLC, through its wholly owned subsidiaries Black Pearl Equities II, LLC and Tortuga Acquisition Sub, Inc., is pursuing a cash tender offer to acquire all issued and outstanding shares of Selectis Health, Inc. common stock.

Accepted by SEC EDGAR 08/03/2026 - 05:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Black Pearl Equities, LLC, through its wholly owned subsidiaries Black Pearl Equities II, LLC and Tortuga Acquisition Sub, Inc., is pursuing a cash tender offer to acquire all issued and outstanding shares of Selectis Health, Inc. common stock. The offer price is $5.75 per Share in cash, without interest and subject to any required tax withholding, on the terms and conditions set out in the Offer to Purchase dated July 13, 2026 and the related Letter of Transmittal.

This amendment updates the existing Schedule TO filing by adding an exhibit: a transcript of a pre-recorded outreach message directed to registered stockholders of Selectis Health. The amendment does not change the stated offer price or core terms of the tender offer; it primarily expands the disclosure record of communications made to stockholders in connection with the offer.

Key Figures

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

4 metrics

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

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

Offer documentation date July 13, 2026 Date of the Offer to Purchase and initial Schedule TO filing

Amendment signature date August 3, 2026 Date on which Amendment No. 2 was signed by the filing persons

Key Terms

Tender Offer Statement, Offer to Purchase, Letter of Transmittal, pre-recorded outreach

4 terms

Tender Offer Statement regulatory

"This Amendment No. 2 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 financial

"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 financial

"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.

pre-recorded outreach regulatory

"Transcript of pre-recorded outreach to registered stockholders of Selectis Health, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Black Pearl offering to pay per share for Selectis Health (GBCS)?

Black Pearl is offering $5.75 per share in cash for all issued and outstanding shares of Selectis Health common stock, without interest and subject to any required tax withholding, under the terms of the Offer to Purchase.

Which shares are targeted in the Selectis Health (GBCS) tender offer?

The tender offer covers all issued and outstanding shares of Selectis Health, Inc. common stock, par value $0.05 per share, as defined in the Offer to Purchase and related Letter of Transmittal.

Who are the acquiring entities in the Selectis Health (GBCS) tender offer?

The acquiring entities are Black Pearl Equities, LLC, its wholly owned subsidiary Black Pearl Equities II, LLC, and that entity’s wholly owned subsidiary Tortuga Acquisition Sub, Inc., which together are making the tender offer for Selectis Health shares.

What change does Amendment No. 2 make to the Selectis Health (GBCS) tender filing?

Amendment No. 2 adds an exhibit labeled (a)(5)(B), which is a transcript of a pre-recorded outreach to registered Selectis Health stockholders; it does not revise the $5.75 per share offer terms.

What additional disclosure was filed regarding Selectis Health (GBCS) stockholder communications?

The amendment files, as Exhibit (a)(5)(B), a transcript of pre-recorded outreach to registered stockholders of Selectis Health, documenting communications related to the ongoing tender offer.

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

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. 2)

____________________

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. 2 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.

Item 12. Exhibits.

Item 12 is hereby amended to add the following exhibit:

Exhibit No.		Description
(a)(5)(B)		Transcript of pre-recorded outreach to registered stockholders of Selectis Health, Inc.*

* Filed herewith

1

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 3, 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

2

EXHIBIT INDEX

Exhibit No.		Description
(a)(5)(B)		Transcript of pre-recorded outreach to registered stockholders of Selectis Health, Inc.*

* Filed herewith