aibioFirst Choice Healthcare amends deal for Florida pharmacy companies
Tickers FCHS
The amended agreement sets a maximum price of $21,306,000 for companies bought from seller Gary C. Bernard, M.D., and it depends on a related business combination that has not closed.
Key facts
- Company
- First Choice Healthcare Solutions, Inc. (OTC: FCHS)
- News type
- Distress
- Primary source
- First Choice Healthcare Solutions, Inc. 8-K (2026-08-19)
First Choice Healthcare Solutions, Inc. (OTC: FCHS) disclosed in a Form 8-K dated July 22, 2026 that it had entered into an Amended and Restated Stock Purchase Agreement with Gary C. Bernard, M.D., the seller. The agreement restates in full a stock purchase agreement dated July 20, 2023, as amended by an addendum dated May 5, 2024. The company will buy all of the issued and outstanding capital stock of Pointe Medical Services, Inc., Pointe Med Pharmacy, Inc. and Livewell MD, Inc., and all of the membership interests of Live Well Drugstore, LLC, which does business as Trulife Pharmacy.
The terms
The maximum aggregate purchase price is $21,306,000, subject to adjustment and the other terms of the agreement. Its components include a closing payment, a deferred cash payment, assumed indebtedness and equity consideration.
The closing payment is a cash payment of $7.0 million to the seller at the acquisition closing. It is reduced dollar for dollar by the purchase price advances already paid to the seller, which are $100,000 previously paid and $200,000 paid on execution of the agreement.
The deferred cash payment is $3.0 million, payable to the seller on the earlier of the 45th day after the registration statement covering the ELOC facility is declared effective and the 90th day after the acquisition closing. That payment accelerates if the company, PubCo or their affiliates receive aggregate gross proceeds of at least $10.0 million from sales of equity securities under the ELOC facility. A payment default bears interest at the lesser of 12% per annum and the maximum rate permitted by law.
Assumed debt and guarantees
The acquired companies have indebtedness with an approximate aggregate outstanding balance of $4,306,000. The company will assume that debt from and after the closing, and it must repay, refinance or otherwise discharge the debt in full no later than 120 days after the closing.
PubCo will guarantee the company's obligations on the deferred cash payment. Those obligations, together with the assumed indebtedness, will be secured by a pledge of 100% of the equity interests of the acquired companies. The filing also describes equity consideration in shares of PubCo common stock, and says $6.0 million of the purchase price is payable in those shares.
The related business combination
The company also entered into a Business Combination Agreement dated July 22, 2026 with Westin Acquisition Corp. and First Choice Acquisition Corp., which the company previously disclosed in a Form 8-K filed on July 28, 2026. Under that agreement, Westin will domesticate as a Nevada corporation and continue as the publicly traded holding company, referred to as PubCo, and the company will become a wholly owned subsidiary of PubCo.
The filing says the stock purchase agreement is separate from the business combination agreement and is not an amendment to it. The two are linked in three ways. The purchase price shares are to be issued by PubCo under a joinder, the closing is conditioned on the business combination and on the effectiveness of a registration statement, and the closing is expected to occur at the same time as the business combination closing. The 8-K says neither the business combination nor the acquisition has been completed.
Financial position
The XBRL data in the company's filings show a net loss of $7.0 million for the year ended December 31, 2025, compared with $3.8 million for 2024. Cash from operations was negative $549,019 for 2025, compared with negative $1.7 million for 2024. Year-end cash and cash equivalents were $5,896 for 2025, compared with $19,915 for 2024. Cash and cash equivalents were $6,842 at June 30, 2026, according to the company's Form 10-Q.
The risks ahead
Neither the business combination nor the acquisition has been completed, and the closing needs both the business combination and an effective registration statement. The company has little cash. It held $6,842 at June 30, 2026, after a net loss of $7.0 million for 2025, and the deal calls for a $7.0 million closing payment and a $3.0 million deferred payment. The acquired companies' debt of approximately $4,306,000 must be repaid, refinanced or discharged within 120 days after closing.