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