SELECTIS HEALTH, INC. 8-K

What Happened

• On June 22, 2026 Selectis Health, Inc. entered into an Agreement and Plan of Merger with Black Pearl Equities II, LLC and its subsidiary Tortuga Acquisition Sub, Inc. Purchaser will cause Merger Sub to commence a cash tender offer to buy all outstanding common shares at $5.75 per share; following the Offer, Merger Sub will merge into the company and the company will become a wholly owned subsidiary of Purchaser.
• The Company’s board unanimously approved the Merger Agreement, recommended that stockholders tender their shares, and the parties issued a joint press release on June 23, 2026. Purchaser also signed a Tender and Support Agreement with certain stockholders who agreed to promptly tender their shares. The Offer has not yet commenced; formal tender documents (Schedule TO and related materials) will be filed with the SEC.

Key Details

• Offer price: $5.75 in cash per common share; Merger Agreement dated June 22, 2026.
• Minimum Tender Condition & Top-Up: A non‑waivable condition requires at least 70% of outstanding shares to be validly tendered; Purchaser has a “Top‑Up Option” to buy newly issued shares so Purchaser and affiliates can exceed 90% ownership, allowing the Merger to be completed under Utah law without a stockholder vote.
• Cash and escrow requirements: Company must demonstrate at least $6,800,000 of aggregate unrestricted cash (excluding escrow) and escrow amounts not less than $2,880,000. There is no financing condition to Purchaser’s obligation to consummate the Offer.
• Board support and fees: The Company Board unanimously approved and recommended the transaction; certain stockholders agreed to tender. A $400,000 termination fee is payable in specified circumstances by the terminating party (either Company or Purchaser, depending on the trigger).

Why It Matters

• This transaction, if completed, would take Selectis Health private at $5.75 per share and make it a wholly owned subsidiary of Black Pearl Equities II. The board’s unanimous recommendation and supporting stockholders increase the likelihood the Offer will meet the tender threshold, but the Offer is subject to specified conditions (cash/escrow, appraisal limits, title and regulatory approvals). Investors should review the forthcoming Schedule TO (tender offer statement) and the Company’s Schedule 14D-9 (Solicitation/Recommendation Statement) when filed for full details before deciding whether to tender shares.