Selectis Health, Inc SC TO-T/A, filed Sep 8, 2026
Selectis Health, Inc. (GBCS)
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
| 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 | |
Exhibit (a)(5)(D)
PRESS RELEASE
BLACK PEARL COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SELECTIS HEALTH, INC.
New York, NY – September 1, 2026 — Black Pearl Equities, a New York-based investment group (together with its affiliates, “Black Pearl”), announced today that it has successfully completed its tender offer, through a wholly owned subsidiary, to purchase all of the outstanding shares of common stock of Selectis Health, Inc. (OTCQB: GBCS) (“Selectis” or the “Company”), a healthcare company, for $5.75 per share in cash.
The tender offer expired at 5:00 p.m., New York City time, on August 31, 2026. As of the expiration, 2,789,027 shares had been validly tendered and not validly withdrawn, representing approximately 90.93% of Selectis’ outstanding shares of common stock. The conditions to the tender offer were satisfied, and Black Pearl has accepted for payment and will promptly pay the depositary for all validly tendered shares.
Black Pearl expects to complete the acquisition of Selectis through a merger without a vote or meeting of Selectis’ stockholders, pursuant to Section 16-10a-1108 of the Utah Revised Business Corporation Act. Each of the remaining shares of Selectis common stock not purchased in the tender offer will be converted into the right to receive the same $5.75 in cash per share that was paid in the tender offer. Upon completion of the merger, Selectis will become an indirect wholly owned subsidiary of Black Pearl.
The information agent for the tender offer is Laurel Hill Advisory Group. Selectis stockholders who have questions regarding the tender offer should contact the information agent toll free at (844) 305-2265 or by email at GBCS@laurelhill.com.
Broadridge Corporate Issuer Solutions, LLC is acting as depositary for the tender offer.
Forward-Looking Statements
Statements in this press release regarding future financial and operating results, benefits of the transaction, future opportunities for Selectis’ business and any other statements concerning future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions about future events, and they are subject to known and unknown risks and uncertainties and other factors that can cause actual events and results to differ materially from historical results and those projected. Risks and uncertainties include the ability of Black Pearl to successfully integrate Selectis’ business and the risk that the expected benefits of the transaction may not be realized or maintained. Neither Selectis nor Black Pearl undertakes to update any forward-looking statements as a result of new information or future events or developments.
About Selectis Health, Inc.
Selectis Health, Inc. is a healthcare owner-operator that acquires, develops, and manages skilled nursing facilities, assisted living facilities, and independent living facilities across the South and Southeastern United States. The Company currently operates eight properties in Arkansas and Oklahoma, providing post-acute and skilled nursing care, assisted and independent living services, and continuing care retirement programs, with reimbursement sourced through Medicare, Medicaid, and private pay arrangements. Selectis is focused on delivering quality resident care while pursuing strategic growth opportunities in an expanding senior healthcare market.
Contact
Selectis Health, Inc.
600 17th Street, Suite 2800
Denver, CO 80202
About Black Pearl
Black Pearl is a dynamic investment firm, advisory, and consultancy strategically diversified across healthcare sectors. Headquartered in Brooklyn, New York, Black Pearl fosters strategic synergies and facilitates high-impact transactions.
Contact
Anthony Vitellozzi
Laurel Hill Advisory Group
(844) 305-2265
GBCS@laurelhill.com