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First Choice Healthcare Solutions, Inc. (symbol: FCHS) is the issuer of record for a Form 8-K filing submitted to the SEC.
First Choice Healthcare Solutions, Inc. reported a very small operating platform and a heavily leveraged capital structure for the six months ended June 30, 2026. Total assets were $576,493 against total liabilities of $10,084,581, leaving a stockholders’ deficit of $9,508,087, improved from a $39,528,075 deficit at December 31, 2025, mainly due to large debt-for-equity conversions and lease/AP settlements.
Operations remain minimal: revenue for the first half of 2026 was $3,406, while operating expenses were about $1.27 million, producing an operating loss of $1,267,310. Net loss attributable to common shareholders expanded to $8,447,243 (loss per share $0.26) from $2,037,329 (loss per share $0.06) in the prior-year period, driven largely by $7,385,781 of interest expense tied to convertible and other debt and their conversion to preferred equity.
Liquidity is strained: cash was only $6,842 and the company had a working capital deficit, while all non-convertible and convertible notes are classified as current. Management discloses substantial doubt about the ability to continue as a going concern without additional capital or successful execution of its growth and acquisition strategy. After quarter-end, the company signed a Business Combination Agreement with Westin Acquisition Corp. and binding agreements to acquire several Pointe Med entities, aiming to build a broader healthcare platform.
First Choice Healthcare Solutions, Inc. entered into a Business Combination Agreement with Westin Acquisition Corp., a Nasdaq-listed SPAC, and a merger subsidiary to create a publicly traded healthcare and wellness company. Westin will first domesticate from the Cayman Islands to Nevada as “Wellgevity 360, Inc.” (“PubCo”), after which the merger subsidiary will merge into First Choice, leaving First Choice as a wholly owned subsidiary of PubCo.
The transaction implies a pre-money equity value of up to approximately $650 million for First Choice, payable in PubCo common stock based on an equity-value-to-redemption-price formula. Each share of First Choice common (and any preferred) stock, other than excluded or dissenting shares, will convert into PubCo shares, with Company equity awards handled under the agreement. Concurrently, First Choice signed agreements to acquire the Pointe Med Entities, expected to close substantially concurrently with the business combination, and secured a PIPE investment in PubCo preferred stock with an aggregate stated value of $12,500,000 for a $10,000,000 purchase price at closing.
Closing is subject to SEC effectiveness of a Form S-4 registration statement, Nasdaq listing approval for PubCo shares, required shareholder consents, absence of specified material adverse effects and regulatory issues, and substantially simultaneous completion of the Pointe Med acquisitions. The agreement includes customary termination rights, including if closing has not occurred by March 31, 2027 (subject to automatic extension to April 30, 2027 in certain SEC-review circumstances). Post-closing, PubCo’s initial board is expected to have five directors, a majority independent, with one designated by the SPAC sponsor and three plus the CEO designated by First Choice, alongside lock-up and registration rights arrangements for key holders.