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. 7)
____________________
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. 7 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:
At 5:00 p.m., New York City time, on August
31, 2026, the Offer expired as scheduled. The Depositary has advised Purchaser that, as of the expiration of the Offer, a total of 2,789,027
Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 90.93% of the outstanding Shares.
Accordingly, the Minimum Tender Condition has been satisfied. All Shares that were validly tendered and not validly withdrawn pursuant
to the Offer have been accepted for payment.
The Purchaser expects to complete the acquisition
of the Company through a merger without a vote or meeting of the Company’s stockholders, pursuant to Section 16-10a-1108 of the
Utah Revised Business Corporation Act, as promptly as practicable following the consummation of the Offer. Each of the remaining Shares
not purchased in the Offer will be converted into the right to receive the same $5.75 per Share in cash that was paid in the Offer.
On September 1, 2026, Purchaser issued a press
release announcing the expiration and results of the Offer. The press release is attached as Exhibit (a)(5)(D) and is incorporated by
reference herein.
Item 12. Exhibits.
Item 12 is hereby amended to add the following
exhibit:
| Exhibit No. |
|
Description |
| |
|
|
| (a)(5)(D) |
|
Press Release issued by Black Pearl Equities, LLC, dated September 1, 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: September 4, 2026
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BLACK PEARL EQUITIES, LLC |
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|
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By: |
/s/ Abraham Schwartz |
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|
Name: |
Abraham Schwartz |
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|
Title: |
Chief Executive Officer |
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BLACK PEARL EQUITIES II, LLC |
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|
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By: |
/s/ Abraham Schwartz |
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Name: |
Abraham Schwartz |
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Title: |
Chief Executive Officer |
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TORTUGA ACQUISITION SUB, INC. |
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|
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By: |
/s/ Abraham Schwartz |
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Name: |
Abraham Schwartz |
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Title: |
Chief Executive Officer |
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ABRAHAM SCHWARTZ |
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|
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/s/ Abraham Schwartz |
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|
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SCHNEUR ZALMAN SCHAPIRO |
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|
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/s/ Schneur Zalman Schapiro |
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|
