Selectis Health, Inc SC TO-T, filed Mar 10, 2026
Selectis Health, Inc. (GBCS)
AS FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2026
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
_________________
SELECTIS HEALTH, INC.
(Exact name of subject company (issuer)
Black Pearl Equities, LLC, Offeror
(Name of filing person)
Common Stock, CUSIP #816291108
(Title of class of securities)
_________________
Abraham Schwartz, President
Black Pearl Equities, LLC
901 Myrtle Avenue
Brooklyn, New York 11206
Phone: (212) 235-1367
E-mail: to@blackpearlequities.com
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES OF ALL CORRESPONDENCE TO:
Thomas C. Cook, Esq.
The Law Offices of Thomas C. Cook
10470 W. Cheyenne Avenue Suite 115, PMB 303
Las Vegas, Nevada 89129
Phone: (702) 524-9151
E-mail: tccesq@aol.com
Check the appropriate boxes below to designate any transactions to which the statement relates:
{x} 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 133-4(1) (Cross-Border Issuer Tender Offer)
{ } Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
Item 1. Summary Term Sheet
Fixed Price
Purpose of the Offer |
The offering price to the public of the common shares is at a fixed price of $5.05 per share for the entire duration of the offering.
The purpose of this transaction is to acquire up to 100% of the issued and outstanding common stock of the subject company thus giving Black Pearl Equities a significant voice in the direction of the subject company. | |
| Shares Offered by Black Pearl Equities, LLC | We are offering to purchase up to 100% of the issued and outstanding common stock of Selectis Health, INC. | |
| Terms of the Tender Offer: | The Tender Offer will be in effect from the date of this filing until May 11, 2026, unless extended by Black Pearl Equities, LLC. | |
| Conditions of the Offer | The Offeror’s obligation to accept and pay for any Shares tendered (and not withdrawn) is subject to the satisfaction (or waiver, to the extent permitted by law) of the following conditions by the Expiration Date, in addition to any other conditions in Section 4 and 6:
(a) Minimum Condition: The Offer is conditioned upon, among other things, at least 51% of the outstanding Shares on a fully diluted basis being validly tendered and not withdrawn prior to the Expiration Date.
(b) The Offeror's obligation to purchase Shares is subject to there having been no material adverse change in the business, operations, assets, or financial condition of the Company prior to the Expiration Date. See Item 4 for a complete description of all conditions to the Offer. |
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(c) Rights Plan Waiver: The subject company must provide, on or before the Expiration Date, a certificate of its Secretary certifying that:
(i) the subject company’s Amended and Restated Rights Agreement (and any similar shareholder rights plan that may be in effect) has been amended, waived, or terminated so that no rights will be triggered by the Offeror’s acquisition of shares;
(ii) all outstanding rights or similar instruments have been redeemed or otherwise terminated; and
(iii) the Company will not take any action that would cause any such rights to become exercisable or adjust adversely as a result of Shares acquired in the Offer.
(d) Charter Ownership Limitation Waiver: The subject company must provide, on or before the Expiration Date, a certificate of its Secretary certifying that:
(i) the subject company’s Amended and Restated Articles of Incorporation have been amended or a waiver has been granted such that no transfer or ownership limitation (including any 9.8% cap) applies to any shares acquired by the Offeror in the Offer; and
(ii) the Board of Directors has irrevocably waived any charter, bylaw, or other provision that would otherwise cause any tendered and accepted Shares to be voided, transferred to a trust, or have their voting or economic rights impaired.
(e) Withdrawal Rights: Tendered Shares may be withdrawn at any time prior to the Expiration Date. In addition, unless the Offeror has accepted the tendered Shares for payment, tendered Shares may be withdrawn at any time after May 9, 2026, the 60th day after commencement of this Offer. |
Item 2. Subject Company Information
(a) Name and Address. The name of the subject company is Selectis Health, INC.. The address for the subject company is 8480 E. Orchard Road, Ste. 4900, Greenwood Village, CO 80111.
(b) Securities. There are 3,067,059 shares of common stock issued and outstanding as of March 10, 2026.
(c) Trading Markets and Price. The subject company’s common shares currently trade on the OTCQB under the symbol GBCS. According to data obtained from the OTC Market’s website, the following lists the high and low sales prices for the subject company’s common stock for each quarter during the past two years:
| Quarter | High | Low |
| 1st Quarter 2024 | 4.30 | 1.30 |
| 2nd Quarter 2024 | 2.50 | 1.30 |
| 3rd Quarter 2024 | 2.50 | 1.60 |
| 4th Quarter 2024 | 2.00 | 1.12 |
| 1st Quarter 2025 | 2.25 | 1.25 |
| 2nd Quarter 2025 | 2.20 | 0.405 |
| 3rd Quarter 2025 | 4.50 | 2.00 |
| 4th Quarter 2025 | 2.37 | 1.50 |
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Item 3. Identity and Background of Filing Person
(a) Name and Address. The filing person is Black Pearl Equities, LLC, a New York limited liability company. The Chief Executive Officer and Director of Black Pearl Equities, LLC is Abraham Schwartz. The address for Mr. Schwartz and Black Pearl Equities, LLC is 901 Myrtle Ave., Brooklyn, NY 11206. Neither Black Pearl Equities, LLC or Abraham Schwartz is an affiliate of the subject company.
(b) Business and Background of Entities. Black Pearl Equities, LLC is a New York limited liability company whose principal business is to advise investors in connection with corporate transactions. Black Pearl Equities, LLC has not been convicted in any criminal proceeding in the past five (5) years. Black Pearl Equities, LLC has not been a party to any judicial or administrative proceeding during the past five (5) years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
(c) Business and Background of Natural Persons.
(1) Abraham Schwartz is currently the President, CEO and Director of Black Pearl Equities, LLC, whose address is 901 Myrtle Avenue, Brooklyn, New York 11206.
(2) Abraham Schwartz has spent the last seven years working as an independent advisor in the healthcare industry, advising clients on corporate transactions and structuring.
(3) Abraham Schwartz has not been convicted in any criminal proceeding in the past five (5) years.
(4) Abraham Schwartz has not been a party to any judicial or administrative proceeding during the past five (5) years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
(5) Abraham Schwartz is a citizen of the United States.
(d) Tender Offer. Black Pearl Equities, LLC, located at 901 Myrtle Avenue, Brooklyn, New York 11206, is offering to purchase up to 100% of the issued and outstanding common stock of Selectis Health, Inc.
Item 4. Terms of the Transaction.
(1) Black Pearl Equities, LLC is seeking to purchase up to 3,067,059 common shares of Selectis Health, Inc.
(2) Black Pearl Equities is offering cash consideration in the amount of $5.05 per share for tendered shares.
(3) The scheduled expiration date of this tender offer is May 11, 2026.
(4) It is anticipated that a subsequent offering period may be available in the event that the full amount of the tender offer is not tendered by the expiration date. In that case, Black Pearl Equities may amend this Schedule TO to extend the offering period.
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(5) Security holders may withdraw tendered shares that have not been accepted for payment at any time before the Expiration Date, and may also withdraw such shares at any time after May 9, 2026, which is 60 days from the commencement of this Offer.
(6) If, prior to the Expiration Date, the Company (i) enters into or consummates any merger, consolidation, or similar business combination; (ii) enters into any lease with a term exceeding one year or agrees to sell, transfer, or otherwise dispose of any real estate assets; (iii) discloses or becomes subject to any material liability, including any pending or threatened litigation, regulatory proceeding, or governmental action, not reflected in the Company's public filings as of the date of this Offer; or (iv) makes or commits to make any payment outside the ordinary course of business, including any executive bonus, compensation increase, dividend, equity acceleration, or other transfer of value to any officer, director, or affiliate that was not previously approved and publicly disclosed by the Board of Directors prior to the commencement of this Offer, the Offeror shall have the right, in its sole and absolute discretion, to (A) reduce the Offer Price by an amount reflecting the diminution in value or reduction of previously disclosed Company assets, which may result in a reduction of the Company’s enterprise value resulting from any such event, or (B) terminate the Offer, whereupon all Shares tendered and not withdrawn shall be promptly returned to the respective tendering shareholders.
(7) Conditions to the Offer. The Offeror’s obligation to accept and pay for any Shares tendered (and not withdrawn) is subject to the satisfaction (or waiver, to the extent permitted by law) of the following conditions by the Expiration Date, in addition to any other conditions in Section 6:
(a) Rights Plan Waiver: The subject company must provide, on or before the Expiration Date, a certificate of its Secretary certifying that:
(i) the subject company’s Amended and Restated Rights Agreement (and any similar shareholder rights plan that may be in effect) has been amended, waived, or terminated so that no rights will be triggered by the Offeror’s acquisition of shares;
(ii) all outstanding rights or similar instruments have been redeemed or otherwise terminated; and
(iii) the Company will not take any action that would cause any such rights to become exercisable or adjust adversely as a result of Shares acquired in the Offer.
(b) Charter Ownership Limitation Waiver: The subject company must provide, on or before the Expiration Date, a certificate of its Secretary certifying that:
(i) the subject company’s Amended and Restated Articles of Incorporation have been amended or a waiver has been granted such that no transfer or ownership limitation (including any 9.8% cap) applies to any shares acquired by the Offeror in the Offer; and
(ii) the Board of Directors has irrevocably waived any charter, bylaw, or other provision that would otherwise cause any tendered and accepted Shares to be voided, transferred to a trust, or have their voting or economic rights impaired.
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(8) Security holders who wish to tender all or a portion of their common shares shall fill out a formal Letter of Transmittal (the form of which is attached hereto as Exhibit Ex 1. Black Pearl Equities shall wire funds to security holders who have tendered common shares and not withdrawn said tender upon the close of the tender offer period, currently scheduled for May 11, 2026. In the event of an oversubscription, Black Pearl Equities, LLC will return on a pro rata basis any oversubscribed shares to the security holders.
(9) There may be material differences in the rights of security holders as a result of this transaction. Should the tender offer be successful, Black Pearl Equities, LLC will hold between 51 and 100% of the issued and outstanding common stock, giving Black Pearl Equities, LLC a significant voice in the direction of the Company. Further, the tender offer is conditioned on the waiver of the subject company’s Amended and Restated Rights Agreement and any transfer of ownership limitations that may be in effect, which could have a significant impact on the rights of securities holders.
(10) The Offeror shall not be required to accept for payment or pay for any Shares unless, upon the expiration of the Offer, there shall have been validly tendered (and not validly withdrawn) that number of Shares which, when aggregated with any Shares then owned by the Offeror or its affiliates, represents at least 51% of the outstanding Shares on a fully diluted basis (the “Minimum Tender Condition”) including outstanding warrants not yet exercised. This condition is for the sole benefit of the Offeror and may be waived by the Offeror in its sole discretion.
(11) The Offeror shall not be required to accept for payment any Shares unless the Company has provided reasonable access to customary due diligence materials sufficient to permit the Offeror to evaluate the Company.
(12) The Offeror reserves the right, in its sole discretion and subject to applicable law, to increase the Offer price, extend the Offer, amend the terms of the Offer, waive conditions to the Offer, or otherwise modify the Offer in response to developments relating to the Company or discussions with the Company or its shareholders.
IMPORTANT U.S. TAX INFORMATION FOR U.S. SHAREHOLDERS
A “U.S. person” is a beneficial owner of Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (ii) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.
To avoid backup withholding of U.S. federal income tax on payments pursuant to the Offer, a depositing U.S. Shareholder (as defined in Box I) that is a U.S. person or is acting on behalf of a U.S. person must, unless an exemption applies, provide the Depositary with such holder’s correct taxpayer identification number (TIN) or employer identification number (EIN), certify
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under penalties of perjury that such TIN or EIN is correct (or that such holder is waiting for a TIN or EIN to be issued), and provide certain other certifications by completing the IRS Form W-9 included in this Letter of Transmittal. If a U.S. Shareholder does not provide his, her or its correct TIN or EIN or fails to provide the required certifications, the IRS may impose certain penalties on such holder, and payments to such holder pursuant to the Offer may be subject to backup withholding at a rate currently equal to 24%. All U.S. Shareholders tendering Shares pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). To the extent that a U.S. Shareholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.
Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by the U.S. Shareholder by timely providing the required information to the IRS.
If a U.S. Shareholder has not been issued a TIN or EIN and has applied for a TIN or EIN or intends to apply for a TIN or EIN in the near future, then the U.S. Shareholder should write “Applied For” in the space for the TIN or EIN in Part I of IRS Form W-9 and should sign and date the form. If the Depositary has not been provided with a properly certified TIN or EIN by the time of payment, backup withholding will apply. If the Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the enclosed IRS Form W-9 for guidance on which name and TIN or EIN to report.
Certain U.S. Shareholders (such as corporations and individual retirement accounts) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Shareholders should enter the appropriate exempt payee code on IRS Form W-9. See the enclosed IRS Form W9 for instructions.
A U.S. Shareholder that is not a U.S. person and is not acting on behalf of a U.S. person should not complete IRS Form W-9. Instead, to establish an exemption from backup withholding, such U.S. Shareholder should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Depositary or on the IRS website (www.irs.gov).
ALL U.S. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE HOW THE FOREGOING BACKUP WITHHOLDING AND REPORTING REQUIREMENTS APPLY TO THEM WITH REGARD TO THEIR PARTICULAR CIRCUMSTANCES.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
There have been no completed transactions during the past two years between Black Pearl Equities, LLC (or its affiliates) and Selectis Health, Inc. (or its affiliates). However, the following contacts and discussions have occurred:
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In August 2025, Black Pearl Equities, LLC contacted Blueprint Healthcare Real Estate Advisors, a third-party brokerage intermediary, and executed a non-disclosure agreement in connection with preliminary discussions regarding a potential transaction involving certain Georgia facilities owned or operated by Selectis Health, Inc. No agreement or transaction resulted from those discussions.
On or about October 31, 2025, a representative of Black Pearl Equities, LLC contacted a member of the Board of Directors of Selectis Health, Inc. by telephone and subsequently submitted a written indication of interest by email expressing interest in acquiring shares of the Company's common stock. No agreement or transaction resulted from those communications.
On or about January 16, 2026, a representative of Black Pearl Equities, LLC contacted a member of the Board of Directors of Selectis Health, Inc. by telephone and email to follow up on the previously submitted indication of interest. No agreement or transaction resulted from those communications.
On February 11, 2026, representatives of Black Pearl Equities, LLC and Selectis Health, Inc. held a telephone discussion regarding a potential transaction. On February 12, 2026, the parties agreed to execute a mutual non-disclosure agreement in connection with further preliminary discussions. The mutual non-disclosure agreement was executed on February 16, 2026. No agreement or transaction has resulted from those discussions, and no material non-public financial information was disclosed to the Offeror.
Notwithstanding the foregoing discussions and the execution of a mutual non-disclosure agreement on February 16, 2026, the Company did not provide the Offeror with access to a data room or other customary due diligence materials. Accordingly, the Offeror determined to commence the Offer in order to provide shareholders the opportunity to determine directly whether to tender their shares at the Offer Price.
Item 6. Purposes of the Transaction and Plans or Proposals
(a) Purposes. The purpose of this transaction is to acquire up to 100% of the issued and outstanding common stock of the subject company thus giving Black Pearl Equities a significant voice in the direction of the subject company.
(b) Use of Securities. Not applicable. The Offeror is not issuing any securities in connection with this Offer. The consideration consists solely of cash.
(c) Plans.
(1) There are no plans for any extraordinary transactions, such as a merger, reorganization or liquidation, involving the subject company or any of its subsidiaries.
(2) There are no current plans for any purchase, sale or transfer of a material amount of assets of the subject company or any of its subsidiaries. However, Black Pearl Equities, LLC’s goal is to improve profitability of the subject company, and thus will consider the sale of underperforming assets.
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(3) There are no plans for any material change in the present dividend rate or policy, or indebtedness or capitalization of the subject company.
(4) Black Pearl Equities, LLC, along with its associates, intend to improve the management of the subject company and may seek board seats.
(5) There are no plans for any other material changes in the subject company’s corporate structure or business.
(6) There are no plans for any class of equity securities of the subject company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association.
(7) There are no plans for any class of equity securities of the subject company becoming eligible for termination of registration under section 12(g)(4) of the Act.
(8) Depending on the number of Shares acquired pursuant to the Offer, the Offeror may seek to influence the composition of the Company’s Board of Directors, including the possible nomination of director candidates, and may pursue other actions designed to enhance shareholder value.
Item 7. Source and Amount of Funds or Other Consideration
(a) Sources of Funds. The Offeror will require approximately $15,500,000 to purchase all of the issued and outstanding shares of common stock of Selectis Health, Inc. pursuant to the Offer. The Offer will be funded by Milrose Capital, LLC from cash on hand. There are no loan arrangements in connection with the Offer.
(b) Conditions. Not applicable.
(c) Expenses. Nature of Expenses:
| U.S. Securities and Exchange Commission Registration Fee | $ | 2,138.98 | ||
| Legal Fees and Miscellaneous Expenses* | $ | 50,000 | ||
| Audit Fees* | $ | 10,000 | ||
| Solicitation Costs* | $ | 10,000 | ||
| Printing* | $ | 100 | ||
| Total Expenses | $ | 72,238.98 |
*Estimated Expenses.
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Item 8. Interest in Securities of the Subject Company
(a) Securities Ownership. Neither Black Pearl Equities, LLC or Abraham Schwartz are the beneficial owners of any securities of the subject company.
(b) Securities Transactions. There have not been any securities transactions in the past sixty (60) days in the subject securities.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or Recommendations. Abraham Schwartz, the President and Chief Executive Officer of Black Pearl Equities, LLC is the person who shall make solicitations or recommendations in connection with the transaction. Mr. Schwartz will not receive any direct compensation for these activities.
Item 10. Financial Statements
Financial Statements have been deemed to be not material since the Offer is an all-cash transaction funded solely from cash on hand and there are no loan arrangements in connection with the Offer.
Item 11. Additional Information
(a) Agreements, Regulatory Requirements and Legal Proceedings
(1) There are no present or proposed material agreements, arrangements, understanding or relationship between Black Pearl Equities, LLC or any of its executive officers, directors, controlling persons or subsidiaries and Selectis Health, Inc. or any of its executive officers, directors, controlling persons or subsidiaries.
(2) To the extent known by Black Pearl Equities, LLC after reasonable investigation, there are no applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with this tender offer.
(3) To the extent known by Black Pearl Equities, LLC after reasonable investigation, there is no applicability of any anti-trust laws.
(4) To the extent known by Black Pearl Equities, LLC after reasonable investigation, there are no applicability of margin requirements under section 7 of the Act (15 U.S.C. 78g) and the applicable regulations.
(5) There are no material pending legal proceedings relating to the tender offer.
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Item 12. Exhibits
Exhibit Table
| Transmittal Letter | Ex. 1 | |||
| Letter to Shareholders & FAQ | Ex. 2 | |||
| Filing Fee Table | Ex. 3 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Schedule TO and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brooklyn, and the State of New York.
Date: MARCH 10, 2026
| BLACK PEARL EQUITIES, LLC | |
By:/s/ Abraham Schwartz | |
| Abraham Schwartz Chief Executive Officer, President and Director |
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The Depositary for the Offer to Purchase is:
If delivering by express mail, courier, or other expedited service:
Equiniti Trust Company, LLC 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 Attn: Onbase - Reorganization Department
|
By mail:
Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 |
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed either to the Information Agent or the Dealer Managers at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F.
King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
Call
Toll Free: (800) 769-4414
Banks and Brokers Call Collect: (646) 452-2614
Email: GBCS@dfking.com
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Exhibit 1
Letter of Transmittal to Tender Shares of Common Stock,
of
Selectis Health, Inc
at $5.05 Per Share in Cash Pursuant to the Offer to Purchase dated March 10, 2026 by
Black Pearl Equities, LLC
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 11, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED AS OUTLINED IN THE SCHEDULE TO.
The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) for exchange. You are hereby authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check or a wire transfer representing a cash payment for shares tendered pursuant to this Letter of Transmittal. Such cash payment shall be in the amounts set forth in the table on page 2. If payment is made by wire transfer, a $150.00 service charge will be deducted from the aggregate payment to the undersigned.
Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 1.
Mail or deliver this Letter of Transmittal, or a facsimile, together with the certificate(s) representing your shares, to:
|
If delivering by express mail, courier, or other expedited service:
Equiniti Trust Company, LLC 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 Attn: Onbase - Reorganization Department |
By mail:
Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 |
For assistance call (877) 248-6417 or (718) 921-8317
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Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections
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DESCRIPTION OF SHARES SURRENDERED
(Please fill in. Attach separate schedule if needed)
| Certificate No(s) | Number of Shares |
| TOTAL SHARES ☞ |
| ◻ Check this box if your certificate(s) has been lost, stolen, misplaced or mutilated. See Instruction 5. |
| SPECIAL PAYMENT INSTRUCTIONS | ||
| Complete ONLY if the check is to be issued or wire is to be made in a name which differs from the name on the surrendered certificate(s). Issue to: |
| Name: | |||
| Address: |
|
(Please also complete IRS Form W-9 on the reverse AND see instructions regarding signature guarantee. See Instructions 3, 4, 6 and 7) |
| SPECIAL DELIVERY INSTRUCTIONS | ||
| Complete ONLY if check is to be mailed to some address other than the address reflected above. Mail to: |
| Name: | |||
| Address: |
☐ Please check here if address change is permanent. see instructions regarding signature guarantee. See Instructions 3, 4, 6 and 7) |
Regarding wired funds: The shareholder should be aware; an Equiniti representative will contact you to validate the wiring instructions prior to Equiniti sending the funds.
|
WIRE INSTRUCTIONS – (Medallion Stamp Required for wires of $50,000.00 or more) If electing to receive a wire for payment, please complete the following: (Please note: $150.00 will be deducted from your proceeds) | |
| Dollar Amount | |
| Name on Account: | |
| Bank Name: | |
| ABA/Routing Number: | |
| Account Number: | |
| Intermediary Bank Name | |
| Intermediary Bank ABA | |
| Intermediary Bank SWIFT | |
| FFC Account Name: | |
| FFC Account Number: | |
YOU MUST SIGN IN THE BOX BELOW AND FILL OUT AND SIGN THE IRS FORM W-9 ATTACHED HERETO |
|
SIGNATURE(S) REQUIRED Signature(s) of Registered Holder(s) or Agent |
||
| Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on stock certificate(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 2, 3 and 7. | ||
| Registered Holder | ||
| Registered Holder | ||
| Title, if any | ||
| Date: | ||
| Phone No.: | ||
| Email Address: |
|
SIGNATURE(S) GUARANTEED (IF REQUIRED) See Instruction 3. |
||
| Unless the shares are tendered by the registered holder(s) of the capital stock, or for the account of a participant in the Securities Transfer Agent’s Medallion Program (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution. See Instruction 3. | ||
| Authorized Signature | ||
| Name of Firm | ||
| Address of Firm - Please Print | ||
INSTRUCTIONS FOR SURRENDERING CERTIFICATES
(Please read carefully the instructions below)
1. Method of Delivery: Your old certificate(s) and the Letter of Transmittal must be sent or delivered to Equiniti Trust Company, LLC (the “Exchange Agent”). Do not send your certificates to Selectis or Black Pearl. The method of delivery of certificates to be surrendered to the Exchange Agent at the address set forth on the front of this Letter of Transmittal is at the option and risk of the surrendering stockholder. Delivery will be deemed effective only when received. If you submit this Letter of Transmittal by facsimile, you must also send or deliver your certificate(s) in order to receive payment. If the certificate(s) are sent by mail, registered mail with return receipt requested and proper insurance is suggested.
2. Payment in the Same Name: If the check is issued or the wire transfer made in the same name as the surrendered certificate is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered certificate is registered. Do not sign the stock certificate(s). Signature guarantees are not required if the certificate(s) surrendered herewith are submitted by the registered owner of such shares who has not completed the section entitled “Special Payment Instructions” or are for the account of an Eligible Institution. If any of the shares surrendered hereby are owned by two or more joint owners, all such owners must sign this Letter of Transmittal exactly as written on the face of the certificate(s). If any shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. Letters of Transmittal executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary capacity who are not identified as such in the registration must be accompanied by proper evidence of the signer's authority to act.
3. Payment in Different Name: If the section entitled “Special Payment Instructions” is completed, then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is an Eligible Institution. If the surrendered certificates are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made to a person other than the signer of this Letter of Transmittal, or if the payment is to be made to a person other than the registered owner(s), then the surrendered certificates must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name(s) of the registered owners appear on such certificate(s) or stock power(s), with the signatures on the certificate(s) or stock power(s) guaranteed by an Eligible Institution as provided herein.
4. Special Delivery Instructions: If the section entitled “Special Delivery Instructions” is completed, then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is an Eligible Institution. Indicate the name in which, and the address to which, the check is to be sent if different from the name and/or address of the person(s) signing this Letter of Transmittal. If Special Payment Instructions have been completed, an IRS Form W-9 (or applicable version of IRS Form W-8) must also be completed for the person named therein, and that person will be considered the record owner.
5. Letter of Transmittal Required; Surrender of Certificate (s) (Lost Certificate(s): You will not receive your check or wire (if you elect to receive a wire) unless and until you deliver this Letter of Transmittal, properly completed and duly executed, to the Exchange Agent, together with the certificate(s) evidencing your shares and any required accompanying evidences of authority. If your certificate(s) has been lost, stolen, misplaced or destroyed, contact the Exchange Agent for instructions at (877) 248-6417 or (718) 921-8317 prior to submitting your certificates for exchange. Any Selectis Health, Inc. stockholder who has lost certificates should make arrangements (which may include the posting of a bond or other satisfactory indemnification and an affidavit of loss) to replace lost certificates. Such arrangements should be made with Exchange Agent.
6. IRS Form W-9; IRS Form W-8: Under the federal income tax law, a non-exempt stockholder is required to provide the Exchange Agent with such stockholder's correct Taxpayer Identification Number (“TIN”) on the enclosed IRS Form W-9. If the certificate(s) are in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for additional guidance on which number to report. Failure to provide the information on the form may subject the surrendering stockholder to 24% backup withholding on the payment of any cash and a penalty imposed by the IRS. If a stockholder has not been issued a TIN, such stockholder should consult the instructions to the IRS Form W-9. If a TIN has been applied for and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent will withhold 24% on all payments to such surrendering stockholders of any cash consideration due for their former shares. Please review the instructions to the IRS Form W-9 for additional details on what Taxpayer Identification Number to give the Exchange Agent.
Certain stockholders (including, among others, corporations and certain foreign individuals and entities) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a properly completed IRS Form W-8BEN, signed under penalties of perjury, attesting to such holder’s exempt status. Foreign entities generally must submit an appropriate and properly completed IRS Form W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such holder’s exempt status. Such forms may be obtained from the Exchange Agent or the IRS at its internet website: www.irs.gov.
7. Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of Transmittal.
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The Depositary for the Offer to Purchase is:
|
If delivering by express mail, courier, or other expedited service:
Equiniti Trust Company, LLC 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 Attn: Onbase - Reorganization Department |
By mail:
Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 |
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed either to the Information Agent or the Dealer Managers at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
Call Toll Free: (800) 769-4414
Banks and Brokers Call Collect: (646) 452-2614
Email: GBCS@dfking.com
Exhibit 2
Letter to Shareholders of Selectis Health, Inc.
March 10, 2026
Dear Fellow Shareholders,
Black Pearl Equities, LLC has commenced a tender offer to acquire shares of Selectis Health, Inc. (“Selectis” or the “Company”) at a price of $5.05 per share in cash.
The offer is being made pursuant to the Offer to Purchase dated March 10, 2026, together with the related Letter of Transmittal and tender offer materials filed with the U.S. Securities and Exchange Commission.
This tender offer provides Selectis shareholders with the opportunity to determine for themselves whether to tender their shares for cash at the stated price, subject to the terms and conditions described in the Offer Documents.
Summary of Principal Terms
• Offer Price: $5.05 per share in cash
• Shares Sought: Up to 100% of the issued and outstanding shares of Selectis Health, Inc.
• Minimum Condition: At least 51% of the outstanding shares must be tendered
• Expiration Date: May 11, 2026, unless extended in accordance with applicable law
• Depositary: Equiniti Trust Company, LLC
• Information Agent: D.F. King & Co., Inc.
Conditions to the Offer
The tender offer is subject to the terms and conditions described in the Offer to Purchase.
Among other things, the offer contemplates that:
• The Board of Directors of Selectis Health, Inc. waive or otherwise render inapplicable any shareholder rights plan that would be triggered by the acquisition of shares pursuant to the offer.
• The Board waive the Company’s charter ownership limitations, including the 9.8% ownership cap, so that shares tendered in the offer may be freely acquired.
• The Offeror receive reasonable access to customary due diligence materials consistent with the terms of the Offer to Purchase.
These conditions are intended to allow the transaction to proceed in a customary manner should shareholders elect to tender their shares.
Important Information for Shareholders
Complete details of the tender offer, including the procedures for tendering shares and the full terms and conditions of the offer, are contained in the Offer to Purchase and related materials filed with the U.S. Securities and Exchange Commission.
Shareholders are encouraged to review these materials carefully and in their entirety before making any decision regarding the offer.
Shareholders who have questions or require assistance in tendering their shares may contact the Information Agent:
D.F.
King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
Call Toll Free: (800) 769-4414
Banks and Brokers Call Collect: (646) 452-2614
Email: GBCS@dfking.com
Copies of the tender offer materials are also available free of charge from the U.S. Securities and Exchange Commission at www.sec.gov or from the Information Agent.
Black Pearl Equities, LLC makes no recommendation as to whether shareholders should tender or refrain from tendering their shares. Each shareholder should make their own decision after reviewing the Offer Documents and consulting their financial, legal, and tax advisors.
Sincerely,
Black Pearl Equities, LLC
Abraham Schwartz
Chief Executive Officer
Black Pearl Equities LLC
Questions and Answers About the Tender Offer
Who is making the offer?
The offer is being made by Black Pearl Equities, LLC, a private investment firm focused on healthcare and skilled nursing real estate investments.
What securities are being sought?
Black Pearl is offering to purchase Common Stock of Selectis Health, Inc.
What is the purchase price?
Black Pearl is offering to purchase shares for $5.05 per share in cash, without interest and subject to applicable withholding taxes.
How many shares are you seeking to purchase?
Black
Pearl is offering to purchase up to 100% of the outstanding shares, subject to a minimum tender condition of 51% of the outstanding shares.
If fewer than 51% of the shares are tendered, the offer will not be completed unless the condition is waived.
When does the tender offer expire?
The tender offer is currently scheduled to expire at 5:00 p.m., Eastern Time, on May 11, 2026, unless the offer is extended in accordance with applicable law.
Can the offer be extended?
Yes. Black Pearl may extend the offer in accordance with applicable securities laws and as described in the Offer to Purchase.
Any extension will be publicly announced.
What conditions must be satisfied for the offer to close?
The offer is subject to customary conditions described in the Offer to Purchase, including:
The offer is subject to customary conditions, including, among others, the tender of at least 51% of the outstanding shares of the Company’s Common Stock, the receipt of customary due diligence materials reasonably necessary to evaluate the Company’s current condition and operations, the absence of certain material adverse developments affecting the Company, and the satisfaction of any applicable regulatory or contractual requirements.
Has the board of Selectis recommended that shareholders tender their shares?
As of the date of this offer, the Board of Directors of Selectis Health, Inc. has not made a recommendation with respect to the Offer. Shareholders should review the Schedule 14D-9 when filed.
Do I have to tender my shares?
No. Shareholders are not required to tender their shares.
Each shareholder should carefully review the Offer to Purchase and related materials and consult with their financial or legal advisors before making a decision.
If I tender my shares, can I withdraw them?
Yes.
Shares tendered in the offer may be withdrawn at any time before the expiration of the offer, and under certain circumstances after that time as described in the Offer to Purchase.
How do I tender my shares?
Shareholders whose shares are held through a broker, bank, or other nominee should contact their broker or nominee and instruct them to tender the shares on their behalf.
Shareholders who hold shares directly in their own name should complete and return the Letter of Transmittal in accordance with the instructions included with the tender offer materials.
Who is the depositary for the tender offer?
The depositary for the tender offer is Equiniti Trust Company.
Who is the information agent for the tender offer?
The information agent assisting with the tender offer is D.F. King & Co.
Shareholders who have questions about the tender offer or require additional copies of materials may contact the information agent at:
D.F.
King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
Call Toll Free: (800) 769-4414
Banks and Brokers Call Collect: (646) 452-2614
Email: GBCS@dfking.com
Where can I obtain the tender offer documents?
The full tender offer materials, including the Offer to Purchase and Letter of Transmittal, are available through the U.S. Securities and Exchange Commission filing system and from the information agent.
Important Notice to Shareholders
This document is a summary of certain terms of the tender offer and does not contain all information that may be important to shareholders.
Shareholders are encouraged to read the Offer to Purchase, the Letter of Transmittal, and other documents filed with the SEC carefully before making any decision regarding the tender offer.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include statements regarding the proposed tender offer by Black Pearl Equities, LLC (“Black Pearl”) to acquire shares of Common Stock of Selectis Health, Inc., including statements relating to the anticipated timing of the offer, the potential completion of the transaction, and possible strategic or operational outcomes. Forward-looking statements may be identified by the use of words such as “expects,” “intends,” “plans,” “believes,” “may,” “will,” “should,” “anticipates,” “estimates,” “potential,” “continue,” or similar expressions. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include, among other things, the level of shareholder participation in the tender offer, actions taken by the board of directors of Selectis Health, the availability and results of due diligence materials, conditions in the skilled nursing and healthcare markets, regulatory or legal developments, the satisfaction or waiver of the conditions to the tender offer, the possibility that the tender offer may be extended, modified, or terminated, and other factors described in documents filed with the Securities and Exchange Commission. Black Pearl undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Important Information for Shareholders
This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer described herein is being made solely pursuant to the Offer to Purchase, the Letter of Transmittal, and related tender offer materials filed by Black Pearl with the Securities and Exchange Commission. Black Pearl has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission in connection with the offer. Shareholders of Selectis Health, Inc. are strongly encouraged to read the tender offer materials, including the Offer to Purchase and the Letter of Transmittal, as well as any amendments or supplements to those documents, carefully and in their entirety because they contain important information regarding the tender offer. These materials are available at no charge on the website of the Securities and Exchange Commission and may also be obtained without charge from the information agent for the tender offer, D.F. King & Co., whose contact information is included in the tender offer materials.
Additional Information
In connection with the tender offer, the board of directors of Selectis Health, Inc. will be required to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission. Shareholders are urged to read the Schedule TO, the Offer to Purchase, the Schedule 14D-9, and any other relevant documents filed with the Securities and Exchange Commission carefully before making any decision regarding the tender offer, as they will contain important information.