UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT
NO. 2
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 and Chief Executive Officer
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:
Lance
Jon Kimmel, Esq.
PULLP,
LLC
111
Broadway, 8th Floor
New
York, New York 10006
Phone:
(310) 557-3059
E-mail:
lkimmel@seclawfirm.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 {x}
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
{
} Rule 13e-4(1) (Cross-Border Issuer Tender Offer)
{
} Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
CALCULATION
OF FILING FEE
| Transaction
Valuation |
Amount
of Filing Fee |
| Previously
paid |
Previously
paid |
The
filing fee was previously calculated and paid in connection with the filing of the Schedule TO on March 10, 2026
GENERAL
NOTE
This
Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the
Securities and Exchange Commission (the "Commission") on March 10, 2026, as amended on March 13, 2026 (as amended, the "Schedule
TO"), by Black Pearl Equities, LLC, a New York limited liability company (the "Offeror" or "Purchaser"), relating
to the offer by the Purchaser to purchase not less than 51% and up to 100% of all outstanding shares of common stock (the "Shares")
of Selectis Health, Inc., a Utah corporation (the "Company"), at a purchase price of $5.05 per Share, in cash (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 10, 2026 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented
from time to time, collectively constitute the "Offer"), copies of which were attached as Exhibits 4 and 1, respectively, to
the Schedule TO.
The
information set forth in the Schedule TO, including all prior amendments thereto, is hereby incorporated by reference in response to
all items in this Amendment, except as specifically provided herein.
All
capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule
TO, as applicable.
Item
1. Summary Term Sheet.
Item
1 of the Schedule TO is hereby amended and supplemented to add the following:
On
May 1, 2026, the Purchaser terminated the Offer. The Offer was terminated because of the failure of the Company to satisfy
certain conditions of the offering, specifically, (i) its inability to amend its Amended
and Restated Articles of Incorporation or obtain a waiver such that no transfer or ownership limitation (including any 9.8% cap)
applies to any shares acquired by Black Pearl in the tender offer; and (ii) the inability of the Company’s Board of Directors
to irrevocably waive any charter 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, which conditions were not waived by the
Purchaser.
No
Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer.
Any Shares that were tendered pursuant to the Offer will be promptly returned to the tendering stockholders.
The
Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect
to the Company in the future. See Item 6.
Item
2. Subject Company Information.
Not
amended.
Item
3. Identity and Background of Filing Person.
Not
amended.
Item
4. Terms of the Transaction.
Item
4 of the Schedule TO is hereby amended and supplemented to add the following:
On
May 1, 2026, the Purchaser terminated the Offer because of the failure of the Company to satisfy certain conditions of the offering,
specifically, (i) its inability to amend its Amended and Restated Articles of Incorporation
or obtain a waiver such that no transfer or ownership limitation (including any 9.8% cap) applies to any shares acquired by Black Pearl
in the tender offer; and (ii) the inability of the Company’s Board of Directors to irrevocably waive any charter 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, which conditions were not waived by the Purchaser.
No
Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer.
Any Shares tendered pursuant to the Offer will be promptly returned to the tendering stockholders. The Depositary for the Offer, Equiniti
Trust Company, LLC, will return all tendered Shares to the registered holders thereof as promptly as practicable.
The
Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect
to the Company in the future. See Item 6.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
Not
amended.
Item
6. Purposes of the Transaction and Plans or Proposals.
Item
6 of the Schedule TO is hereby amended and supplemented to add the following:
Notwithstanding
the termination of the Offer, the Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to
commence a new tender offer or take such other actions with respect to the Company as it may deem appropriate in the future, subject
to applicable law. No assurance can be given that the Purchaser, or any affiliate thereof, will commence any such offer or take any such
other actions in the future.
Item
7. Source and Amount of Funds or Other Consideration.
Not
amended.
Item
8. Interest in Securities of the Subject Company.
Not
amended.
Item
9. Persons/Assets, Retained, Employed, Compensated or Used.
Not
amended.
Item
10. Financial Statements.
Not
applicable.
Item
11. Additional Information.
Item
11 of the Schedule TO is hereby amended and supplemented to add the following:
On
May 1, 2026, the Purchaser issued a press release announcing the termination of the Offer. A copy of the press release is filed as
Exhibit (a)(5)(i) hereto and is incorporated herein by this reference.
Item
12. Exhibits.
Item
12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:
| Exhibit
Number |
Description |
| (a)(5)(i) |
Press
Release issued by Black Pearl Equities, LLC, dated May 1, 2026, announcing the termination of the Offer |
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
May 1, 2026
| |
|
BLACK
PEARL EQUITIES, LLC |
| |
|
|
| |
|
By: /s/ Abraham Schwartz |
| |
|
Abraham
Schwartz |
| |
|
President
and Chief Executive Officer |
