Selectis Health acquired by Black Pearl in $5.75/share tender offer

What happened

Selectis Health, Inc., a real estate investment trust, filed a Form 8-K on September 9, 2026, reporting the completion of a tender offer by Black Pearl Equities II, LLC and its acquisition subsidiary, Tortuga Acquisition Sub, Inc.

The tender offer, which closed on August 31, 2026, saw 2,789,027 shares, approximately 90.93% of shares outstanding, validly tendered. The buyers accepted all those shares for payment at $5.75 per share in cash.

The filing states that the completion of the tender offer triggered a change in control of Selectis Health. The acquirers will now complete a merger without a stockholder vote, taking the company private, and each remaining share will be converted into the right to receive the same $5.75 per share in cash.

Background on the parties and the deal

Selectis Health, Inc. is a real estate investment trust (REIT) that focuses on healthcare properties. It is incorporated in Utah and headquartered in Denver, Colorado. Its common stock was quoted on the OTCQB market.

The merger agreement was dated June 22, 2026, and the tender offer began July 13, 2026. The offer price of $5.75 per share was a cash price, subject to applicable withholding taxes.

The aggregate cash consideration for the offer and merger is approximately $17,635,589, excluding amounts payable for warrants and other equity awards.

To fund the purchase, the acquirers (and, after the merger, the company) entered into a Credit Agreement on August 31, 2026, borrowing an aggregate of $18,226,250 from Milrose Capital, LLC and SCG Experts Corp. The loans carry a fixed 5.0% annual interest rate and mature on August 28, 2031.

Leadership changes

Following the tender offer, changes were made to the company's board and management.

On September 1, 2026, Lance J. Baller resigned as a director, and Krystal Eckhart resigned as Interim Chief Executive Officer. Ms. Eckhart continues as Interim Chief Financial Officer.

On the same day, Abraham Schwartz and Zalman Schapiro were appointed as directors. Mr. Schwartz is CEO of the parent company, Black Pearl Equities, LLC, and Mr. Schapiro is a principal of that parent.

What this means

This Form 8-K reports several major corporate events: the completion of a tender offer (a public offer to buy shares directly from stockholders), a change in control, and the planned merger that will eliminate the company's public trading.

The tender offer is a common way to take a company private: the acquirer buys a large chunk of shares, often exceeding 90%, then merges with the company to force out remaining shareholders, who also get cash. Here, the merger is happening without a stockholder vote under Utah law, because the acquirer already controls more than enough shares.

The cash to pay for the shares came from debt, not the acquirer's own cash. The $18.2 million in term loans from Milrose Capital and SCG Experts Corp. were used to pay the offer price and transaction fees. Term loans are corporate borrowings that must be repaid on a set schedule; this one has monthly payments starting September 1, 2027, and matures in August 2031.

After the merger, the shares will no longer be quoted on the OTCQB, and the company intends to file a Form 15 to terminate its SEC registration and suspend its reporting obligations. That is a standard step for a company that is going private.

Because the tender offer and merger are complete, the share price is now fixed at $5.75, and public investors who have not tendered will receive that amount once the merger closes.