Selectis Health (GBCS) faces $5.75 per share cash tender offer by Black Pearl

Rhea-AI Filing Summary

Black Pearl Equities, LLC, through wholly owned subsidiaries Black Pearl Equities II, LLC and Tortuga Acquisition Sub, Inc., has commenced a cash tender offer to acquire all 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 set out in an Offer to Purchase dated July 13, 2026 and a related Letter of Transmittal. The transaction is governed by an Agreement and Plan of Merger dated June 22, 2026 between Black Pearl’s acquisition entities and Selectis Health, and supported by a Tender and Support Agreement with certain Selectis stockholders. A debt commitment letter dated June 17, 2026 provides committed financing for the transaction.

Key Figures

Tender Offer Price: $5.75 per Share Par Value: $0.05 per share Offer to Purchase Date: July 13, 2026 +2 more

5 metrics

Tender Offer Price $5.75 per Share Cash consideration offered for each issued and outstanding Selectis Health common share

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

Offer to Purchase Date July 13, 2026 Date of the Offer to Purchase governing the tender offer terms

Merger Agreement Date June 22, 2026 Date of Agreement and Plan of Merger among Black Pearl entities and Selectis Health

Debt Commitment Letter Date June 17, 2026 Date of the debt commitment letter providing financing for the transaction

Key Terms

Offer to Purchase, Letter of Transmittal, Agreement and Plan of Merger, Tender and Support Agreement, +1 more

5 terms

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 13, 2026"

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.

Agreement and Plan of Merger regulatory

"The Agreement and Plan of Merger, dated as of June 22, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Tender and Support Agreement regulatory

"the Tender and Support Agreement, dated as of June 22, 2026"

debt commitment letter financial

"The debt commitment letter, dated June 17, 2026, a copy of which is attached"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/13/2026 - 04:08 PM Accepted by SEC EDGAR 07/13/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What is Black Pearl offering per share for Selectis Health (GBCS) in this tender offer?

Black Pearl is offering $5.75 in cash per share for all issued and outstanding shares of Selectis Health common stock. The price is paid in cash, without interest, subject to required tax withholding.

Which entities are making the tender offer for Selectis Health (GBCS)?

The offer is made by Black Pearl Equities, LLC, its wholly owned subsidiary Black Pearl Equities II, LLC, and that entity’s wholly owned subsidiary Tortuga Acquisition Sub, Inc., pursuant to an Agreement and Plan of Merger with Selectis Health.

What type of transaction is being proposed for Selectis Health (GBCS)?

The transaction is a cash tender offer to purchase all issued and outstanding shares of Selectis Health common stock, followed by a merger under an Agreement and Plan of Merger dated June 22, 2026 between the parties.

How is the Selectis Health (GBCS) acquisition by Black Pearl being financed?

Financing is supported by a debt commitment letter dated June 17, 2026. This commitment letter provides debt financing for the transaction, as referenced and filed as Exhibit (b) to the tender offer statement.

What key agreements support the Black Pearl tender offer for Selectis Health (GBCS)?

Key agreements include the Agreement and Plan of Merger dated June 22, 2026, and a Tender and Support Agreement of the same date with certain Selectis stockholders, both incorporated by reference in the tender offer statement.

When was the Offer to Purchase for Selectis Health (GBCS) dated and what documents accompany it?

The Offer to Purchase is dated July 13, 2026 and is accompanied by a Letter of Transmittal, a Notice of Guaranteed Delivery, and related communications to brokers and clients, all listed as exhibits to the tender offer statement.

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

____________________

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)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) 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 Schedule TO relates to the offer by Parent, Purchaser and Merger Sub 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 hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

The Agreement and Plan of Merger, dated as of June 22, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Purchaser and Merger Sub, a copy of which is attached as Exhibit (d)(1) hereto, and the Tender and Support Agreement, dated as of June 22, 2026 (as it may be amended from time to time, the “Tender Agreement”), by and among Purchaser and certain stockholders of the Company, a copy of which is attached as Exhibit (d)(2) hereto, are incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO. The debt commitment letter, dated June 17, 2026, a copy of which is attached as Exhibit (b) hereto, is incorporated herein by reference with respect to Items 4 and 7 of this Schedule TO.

Item 10. Financial Statements.

Not applicable.

2

Item 12. Exhibits.

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase dated July 13, 2026.*
(a)(1)(B)		Letter of Transmittal (including IRS Form W-9).*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Summary Advertisement as published in The New York Times on July 13, 2026.*
(a)(5)(A)		Press release issued by Black Pearl Equities, LLC on July 13, 2026.*
(b)		Debt commitment letter, dated June 17, 2026.*
(d)(1)		Agreement and Plan of Merger, dated as of June 22, 2026, by and among Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc. and Selectis Health, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Selectis Health, Inc. with the Securities and Exchange Commission on June 24, 2026).
(d)(2)		Tender and Support Agreement, dated as of June 22, 2026, by and among Black Pearl Equities II, LLC and certain stockholders of Selectis Health, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Selectis Health, Inc. with the Securities and Exchange Commission on June 24, 2026).
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table.*

* Filed herewith

Item 13. Information Required by Schedule 13E-3.

Not applicable.

3

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: July 13, 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

SCHNEUR ZALMAN SCHAPIRO

/s/ Schneur Zalman Schapiro

4

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase dated July 13, 2026.*
(a)(1)(B)		Letter of Transmittal (including IRS Form W-9).*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Summary Advertisement as published in The New York Times on July 13, 2026.*
(a)(5)(A)		Press release issued by Black Pearl Equities, LLC on July 13, 2026.*
(b)		Debt commitment letter, dated June 17, 2026.*
(d)(1)		Agreement and Plan of Merger, dated as of June 22, 2026, by and among Black Pearl Equities II, LLC, Tortuga Acquisition Sub, Inc. and Selectis Health, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Selectis Health, Inc. with the Securities and Exchange Commission on June 24, 2026).
(d)(2)		Tender and Support Agreement, dated as of June 22, 2026, by and among Black Pearl Equities II, LLC and certain stockholders of Selectis Health, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Selectis Health, Inc. with the Securities and Exchange Commission on June 24, 2026).
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table.*

* Filed herewith