8-K: Selectis Health Acquired, Delisted from OTCQB

Selectis Health, Inc. has completed its merger with Tortuga Acquisition Sub, Inc., resulting in the company becoming a wholly owned subsidiary and its shares being delisted from the OTCQB market.

Summary

• Selectis Health, Inc. has been acquired by Black Pearl Equities II, LLC through its subsidiary Tortuga Acquisition Sub, Inc.
• The merger was completed on October 5, 2026, following a tender offer that commenced on July 13, 2026.
• Shareholders received $5.75 in cash per share.
• The company's common stock will no longer be quoted on the OTCQB market.
• Selectis Health will terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its reporting obligations.
• The acquisition was financed through term loans totaling $18,226,250.00.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a negative development due to the company being acquired and delisted, indicating a lack of independent growth prospects.

Positives

• Shareholders received a cash payout of $5.75 per share.
• The acquisition provides a definitive exit for existing shareholders.

Negatives

• The company has been acquired and will cease to be a publicly traded entity on the OTCQB.
• The company's reporting obligations under the Securities Exchange Act of 1934 will be terminated.
• Outstanding warrants with an exercise price equal to or greater than the merger consideration were cancelled without payment.

Risks

• The company's future operations are now dependent on its parent company, Black Pearl Equities II, LLC.
• Potential for further changes in control if events of default occur under the Credit Agreement, leading to the exercise of remedies on pledged equity interests.

Future Outlook

The company will operate as a wholly owned subsidiary of Purchaser and an indirect wholly owned subsidiary of Parent. Its reporting obligations to the SEC will be terminated.

Management Comments

• The departures of Clifford L. Neuman, Kent J. Lund, and Richard Huebner from the Board of Directors, and Krystal Eckhart as Interim Chief Financial Officer, were in connection with the Merger and not due to disagreements.
• Abraham Schwartz and Zalman Schapiro, previously directors and officers of Merger Sub, became directors and officers of Selectis Health, Inc.

Industry Context

StockSavvy.ai notes that this transaction represents a typical 'take-private' scenario, often driven by a desire to restructure, reduce public reporting burdens, or unlock perceived value away from public market scrutiny. The use of significant debt financing for the acquisition is also a common strategy in such transactions.

Management Changes

Corporate Governance

Legal Proceedings

• Stockholders who properly exercised and perfected appraisal rights under Part 13 of the Utah Revised Business Corporation Act have rights provided under that part, rather than receiving the Merger Consideration.

Stakeholder Impact

• Shareholders: Received $5.75 per share in cash, providing an exit, but lost future equity participation.
• Warrant Holders: Warrants with exercise prices at or above $5.75 were cancelled without payment; others converted to cash based on exercise price.
• Creditors: The company is now jointly and severally liable for the $18.2 million term loan, secured by substantially all assets.
• Employees: Their future employment and compensation are now subject to the new ownership and management structure.

Next Steps

• Termination of the registration of the Shares under Section 12(g) of the Securities Exchange Act of 1934.
• Suspension of reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934.
• Deregistration of all securities remaining unsold under the Form S-8 Registration Statement.

Key Dates

Recommendation

The acquisition provides a cash exit for shareholders at a premium, which is positive. However, the company is being taken private and delisted, eliminating future upside potential for public investors. For existing shareholders, the $5.75 cash offer represents a completed transaction. For potential new investors, there is no longer a publicly traded security to invest in.

Keywords

Merger, Acquisition, Tender Offer, Delisting, Corporate Governance, Debt Financing, Shareholder Rights, Utah Corporation