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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 22, 2026
First
Choice Healthcare Solutions, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-53012 |
|
90-0687379 |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
95
Bulldog Blvd, Suite
202, Melbourne,
Florida 32901
(Address
of principal executive offices)
(321)
725-0090
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, Par Value $0.001 Per Share |
|
FCHS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Business
Combination Agreement
On
July 22, 2026, First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), entered into a Business
Combination Agreement (the “Business Combination Agreement”) with Westin Acquisition Corp., a Cayman Islands exempted
company (“Parent”), and First Choice Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent
(“Merger Sub”). Pursuant to the Business Combination Agreement, and subject to the terms and conditions that are set
forth therein, on the day that is one (1) Business Day prior to the Closing Date, Parent will de-register from the Registrar of Companies
in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Nevada so as to migrate to
and domesticate as a Nevada corporation (the “Domestication”), with the Parent being referred to at and after the
effective time of the Domestication as “Wellgevity 360, Inc.” or “PubCo.” Immediately following the Domestication,
Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of PubCo (the “Merger”).
The Domestication, the Merger, and the other transactions contemplated by the Business Combination Agreement are to be collectively referred
to herein as the “Business Combination” or the “Transactions.” The closing of the Transactions
is referred to as the “Closing,” and the date on which the Closing occurs is referred to herein as the “Closing
Date.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination
Agreement.
The
Company and its subsidiaries are engaged in providing healthcare services and developing and operating functional health, longevity and
regenerative medicine clinics and related healthcare businesses. Concurrently with the execution of the Business Combination Agreement,
the Company entered into binding agreements to acquire all of the outstanding equity interests of Pointe Medical Services, LLC, Point
Medical Pharmacy, Inc., Live Well Drugstore, LLC and Live Well Drugstore, Inc. (collectively, the “Pointe Med Entities”),
and the acquisitions of the Pointe Med Entities are expected to be consummated substantially concurrently with the Closing.
Consideration
to Company Securityholders
The
Business Combination values the Company at an equity value of up to approximately $650 million. Pursuant to the Business Combination
Agreement, the aggregate merger consideration will consist of a number of shares of PubCo Common Stock equal to the Equity Value divided
by the Redemption Price (the “Aggregate Merger Consideration”). The Aggregate
Merger Consideration will be allocated among the holders of Company Securities in accordance with the Business Combination Agreement
and the Closing Consideration Spreadsheet.
At
or prior to the Closing, PubCo will deposit the Aggregate Merger Consideration with the Exchange Agent for the benefit of the holders
of Company Securities entitled to receive the applicable portion thereof. At the Merger Effective Time, each outstanding share of Company
Common Stock (other than Excluded Shares and Dissenting Shares) and each outstanding share of Company Preferred Stock, if any, will be
converted into the right to receive the applicable Per Share Merger Consideration in accordance with the Business Combination Agreement
and the Closing Consideration Spreadsheet. Company Equity Awards, if any, will be treated in accordance with the Business Combination
Agreement.
The
Domestication
One
Business Day prior to the Closing Date, Parent will deregister from the Register of Companies in the Cayman Islands and transfer by way
of continuation out of the Cayman Islands and into the State of Nevada so as to migrate to and domesticate as a Nevada corporation. Concurrently,
Parent will file its Articles of Incorporation with the Secretary of State of the State of Nevada and adopt the bylaws of PubCo.
Immediately
prior to the Domestication, to the extent any Parent Units remain outstanding and unseparated, each such Parent Unit will be automatically
separated into its component securities (the “Unit Separation”), and the holder thereof will be deemed to hold one
Parent Class A Ordinary Share and one Parent Public Right entitling the holder to receive one-sixth (1/6) of one Parent Class A Ordinary
Share. Immediately following the Unit Separation, all Parent Units will be canceled and cease to exist.
Upon
the Domestication becoming effective (the “Domestication Effective Time”), (i) each issued and outstanding Parent
Class A Ordinary Share will automatically convert into one validly issued, fully paid and nonassessable share of PubCo Common Stock;
(ii) each outstanding Parent Right will automatically become a right to receive PubCo Common Stock on the same terms and conditions in
effect immediately prior to the Domestication; and (iii) Parent will continue as PubCo without interruption of its corporate existence.
The
Merger
Immediately
following the Domestication, Merger Sub will merge with and into the Company, with the Company surviving the Merger as the Surviving
Corporation and a wholly owned subsidiary of PubCo. The Closing will occur on the second (2nd) Business Day following the
satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in the Business Combination Agreement,
unless otherwise agreed by the parties in writing.
Pursuant
to the Business Combination Agreement and in accordance with the Delaware General Corporation Law (“DGCL”), at the
Merger Effective Time: (i) Merger Sub will merge with and into the Company; (ii) the separate corporate existence of Merger Sub shall
cease; and (iii) the Company shall survive the Merger as the Surviving Corporation and become a wholly owned subsidiary of PubCo.
Merger
Consideration
At
the Merger Effective Time, each outstanding share of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be
canceled and converted into the right to receive the applicable Per Share Merger Consideration. Each outstanding share of Company Preferred
Stock, if any, will be converted into the right to receive the applicable Per Share Merger Consideration in accordance with the Closing
Consideration Spreadsheet and the Company’s organizational documents.
The
Business Combination Agreement also provides for the treatment of outstanding Company Equity Awards in accordance with the terms thereof.
PIPE
Investment
Concurrently
with the execution of the Business Combination Agreement, the Company agreed to enter into subscription agreements with certain investors
(the “PIPE Investors”), pursuant to which the PIPE Investors agreed, subject
to the terms and conditions set forth therein, to purchase at the Closing shares of PubCo Preferred Stock having an aggregate stated
value of $12,500,000 for an aggregate purchase price of $10,000,000 (the “PIPE Investment”).
Representations,
Warranties and Covenants
The
Business Combination Agreement contains customary representations, warranties and covenants of the parties for a transaction of this
nature. Among other things, the Company is required to provide financial statements and other information necessary for the preparation
of the registration statement on Form S-4 and to cooperate with Parent in the preparation of the required pro forma financial statements.
The parties have also agreed to customary interim operating covenants, non-solicitation obligations, obligations to use reasonable best
efforts to obtain the required governmental and third-party approvals and consents, and other customary covenants pending the Closing.
Registration
Statement / Proxy Statement
As
promptly as reasonably practicable after the date of the Business Combination Agreement, Parent will prepare and file with the SEC a
registration statement on Form S-4, which will include a proxy statement/prospectus, to register the securities to be issued in connection
with the Business Combination and to solicit the approval of Parent’s shareholders. Parent and the Company have agreed to cooperate
in the preparation, review, amendment and completion of the Registration Statement and other required SEC filings, including responding
to SEC comments and furnishing information required in connection therewith.
Conditions
to Closing
The
obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver (to the extent permitted
by applicable Law) of certain customary closing conditions, including, without limitation: (i) the absence of any Law or Order that makes
the Business Combination illegal or otherwise restrains, enjoins or prohibits the consummation of the Domestication, the Merger or any
of the other Transactions; (ii) the effectiveness under the Securities Act of the Registration Statement, with no stop order suspending
its effectiveness being in effect and no proceedings seeking such suspension having been initiated or threatened by the SEC; and (iii)
approval for listing on the applicable national securities exchange of the shares of PubCo Common Stock to be issued in connection with
the Business Combination, subject to official notice of issuance.
The
obligations of Parent and Merger Sub to consummate the Business Combination are further subject to additional conditions, including,
among other things: (i) the Company’s performance and compliance in all material respects with its covenants, agreements and obligations
under the Business Combination Agreement; (ii) the accuracy of the Company’s representations and warranties, subject to the bring-down
standards set forth in the Business Combination Agreement; (iii) no Company Material Adverse Effect having occurred since the date of
the Business Combination Agreement that is continuing; (iv) receipt by Parent of a certificate executed by an executive officer of the
Company certifying compliance with specified closing conditions; (v) delivery of a FIRPTA certificate and related IRS notice; (vi) termination
of certain specified contracts prior to the Closing; (vii) receipt of the Company Stockholder Approval; (viii) receipt of all required
Company consents; (ix) the absence of any unresolved adverse written communication from the DEA or any other applicable Governmental
Authority that would materially and adversely affect the Company’s business or regulatory engagement; (x) execution and delivery
of the Lock-Up Agreement by the Lock-Up Stockholders; (xi) timely filing of specified outstanding Tax Returns; and (xii) the substantially
simultaneous consummation of the acquisitions of the Pointe Med Entities pursuant to the applicable acquisition agreements.
The
obligations of the Company to consummate the Business Combination are subject to additional conditions, including, among others: (i)
Parent’s and Merger Sub’s performance and compliance in all material respects with their respective covenants, agreements
and obligations under the Business Combination Agreement; (ii) the accuracy of Parent’s and Merger Sub’s representations
and warranties, subject to the bring-down standards set forth in the Business Combination Agreement; (iii) no Parent Material Adverse
Effect having occurred since the date of the Business Combination Agreement that is continuing; (iv) receipt by the Company of a certificate
executed by an authorized executive officer of Parent certifying compliance with specified closing conditions; (v) effectiveness of PubCo’s
articles of incorporation; (vi) execution and delivery of the Registration Rights Agreement and the Lock-Up Agreement; (vii) compliance
by the Parent Supporting Shareholders with the Parent Support Agreement; and (viii) receipt of the Parent Shareholder Approval.
Termination
The
Business Combination Agreement may be terminated in certain customary circumstances, including, without limitation: (i) by the mutual
written consent of Parent and the Company; (ii) by either Parent or the Company if the Closing has not occurred on or before March 31,
2027, which date will be automatically extended to April 30, 2027 if the SEC has not declared the Registration Statement effective on
or prior to February 28, 2027, subject to certain exceptions; (iii) by either Parent or the Company if any Governmental Authority has
issued a final, nonappealable Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Business Combination;
(iv) by either party for certain uncured breaches by the other party that would result in the failure of a closing condition, subject
to the notice and cure provisions set forth in the Business Combination Agreement; (v) by Parent if the Company Stockholder Written Consent
is not obtained or delivered within 24 hours after execution of the Business Combination Agreement, provided that Parent delivers notice
of its intention to terminate within five Business Days after such deadline; and (vi) by either Parent or the Company if the Parent Shareholder
Approval is not obtained at the Parent Shareholder Meeting.
Effect
of Termination
If
the Business Combination Agreement is terminated in accordance with its terms, it will become void and have no further force or effect,
without liability on the part of any party to any other party, except as otherwise expressly provided in the Business Combination Agreement;
provided, however, that no such termination will relieve any party from liability arising out of or incurred as a result of such party’s
Willful Breach of the Business Combination Agreement or Fraud.
Governance
Following
the Closing, the initial board of directors of PubCo is expected to consist of five directors: one independent director designated by
the Sponsor; three independent directors designated by the Company, after consultation with Parent; and the Company’s Chief Executive
Officer. At least a majority of the board will qualify as independent directors. The Company will designate the initial Chairperson of
the board from among the directors designated by the Company and the Company’s Chief Executive Officer.
Timeframes
for Filing and Closing
As
promptly as reasonably practicable after the date of the Business Combination Agreement, Parent will prepare and file the Registration
Statement on Form S-4 in accordance with the terms of the Business Combination Agreement.
The
foregoing description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in
its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current
Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. The Business Combination Agreement
contains representations, warranties and covenants made by the respective parties solely for the purposes of the Business Combination
Agreement and as of specified dates. The assertions embodied in those representations, warranties and covenants were made solely for
purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating the Business Combination Agreement. The Business Combination Agreement is being filed to provide investors with information
regarding its terms and is not intended to provide any other factual information about Parent, Merger Sub or the Company.
In
particular, the representations, warranties and covenants contained in the Business Combination Agreement may be subject to contractual
standards of materiality that differ from those applicable to investors and should not be relied upon as characterizations of the actual
state of facts or condition of Parent, Merger Sub or the Company.
Other
Agreements
The
Business Combination Agreement contemplates or was entered into in connection with the following additional agreements and instruments:
Parent
Support Agreement
Concurrently
with the execution of the Business Combination Agreement, the Sponsor and certain other Parent shareholders entered into a Parent Support
Agreement pursuant to which they agreed, among other things, not to transfer or redeem their Parent Ordinary Shares, to vote in favor
of the Business Combination and to waive certain anti-dilution and similar protections.
Company
Support Agreement
Concurrently
with the execution of the Business Combination Agreement, the Company and certain other Company shareholders entered into a Company Support
Agreement pursuant to which they agreed, among other things, not to transfer or redeem their Company Shares, to vote in favor of the
Business Combination and to waive certain anti-dilution and similar protections.
Form
of Lock-Up Agreement
In
connection with the Closing, the Sponsor and each Company Officer, Director and each Stockholder holding five percent (5%) or more
of the Company’s outstanding equity securities immediately prior to the Closing will enter into a Lock-Up Agreement
substantially in the form attached as Exhibit F to the Business Combination Agreement, pursuant to which such holders will agree to
certain restrictions on the transfer of their shares of PubCo Common Stock following the Closing.
The
foregoing description of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference
to the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Registration Rights Agreement
In
connection with the Closing, PubCo, the Sponsor, the SPAC Holders and the Company Holders will enter into an Amended and Restated Registration
Rights Agreement (the “Amended and Restated Registration Rights Agreement”),
which will amend and restate in its entirety the Registration Rights Agreement, dated November 3, 2025, among Parent, the Sponsor and
the other parties thereto. Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will be required, within thirty
(30) calendar days following the Closing Date, to file a resale shelf registration statement on Form S-1 or, if then eligible, Form S-3,
covering the resale of the registrable securities held by the Sponsor, the SPAC Holders and the Company Holders, including the Founder
Shares, Private Placement Shares, Working Capital Loan Shares and Merger Shares. PubCo will be required to use commercially reasonable
efforts to cause the resale shelf registration statement to become effective as promptly as practicable and to remain continuously effective
until no registrable securities remain outstanding. The holders will also have certain underwritten takedown, demand registration, block
trade and piggyback registration rights, in each case subject to the thresholds, limitations, underwriter cutbacks, suspension rights,
transfer restrictions and other terms set forth in the Amended and Restated Registration Rights Agreement. PubCo will bear the expenses
of registrations effected pursuant to the Amended and Restated Registration Rights Agreement, other than applicable underwriting discounts,
selling commissions, transfer taxes and similar selling expenses attributable to a holder’s sale of registrable securities. The
Amended and Restated Registration Rights Agreement will become effective upon the Closing and will be void ab initio if the Business
Combination Agreement is terminated prior to the Closing.
The
foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the form of Amended and Restated Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 to
this Current Report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
July 22, 2026, Parent and the Company issued a joint press release announcing the execution of the Business Combination Agreement. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information
in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, Westin intends to prepare and file with the SEC a registration statement on Form S-4
(the “Registration Statement”), which will include a preliminary proxy statement/prospectus. After the Registration Statement
is declared effective, Westin will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders
as of a record date to be established for voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus
contained therein, will contain important information about the Business Combination and the other matters to be voted upon at the Westin
shareholder meeting. This Current Report does not contain all the information that should be considered concerning the Business Combination
and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters.
Westin, the Company and their respective affiliates may also file other documents with the SEC regarding the Business Combination. Westin’s
shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary
proxy statement/prospectus contained therein, any amendments thereto, the definitive proxy statement/prospectus and other documents filed
in connection with the Business Combination, as these materials will contain important information about Westin, the Company and the
Business Combination. Shareholders will also be able to obtain free copies of such documents, once available, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to Westin Acquisition Corp., Suite 1165-L, 3 Coleman Street #03-24,
Singapore 179804.
Participants
in the Solicitation
The
Company, Parent, Merger Sub and their directors and executive officers and other persons may be deemed to be participants in the solicitations
of proxies from Parent’s shareholders in connection with the proposed Business Combination and the other matters to be presented
at the shareholder meeting. A list of the names of the Parent’s directors and executive officers and a description of their interests
in Parent is contained in Parent’s Registration Statement on Form S-1, as amended from time to time, which was filed with the SEC
and declared effective on November 3, 2025, and is available free of charge at the SEC’s website located at www.sec.gov or by directing
a request to Westin Acquisition Corp., Suite 1165-L, 3 Coleman Street #03-24, Singapore, 179804. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, will
be contained in the proxy statement/prospectus relating to the Business Combination when it becomes available.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Westin’s and the Company’s actual results may differ from their expectations,
estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might,” “continues” and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements include, without limitation, Westin’s and the Company’s
expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the
closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these
factors are outside the control of Westin and the Company and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the
Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against Westin or the Company following
the announcement of the Business Combination Agreement and the Transactions; (3) the inability to complete the Business Combination,
including due to a failure to obtain the Parent Shareholder Approval, the Company Stockholder Approval or satisfy other closing conditions;
(4) delays in obtaining or the inability to obtain necessary regulatory approvals; (5) the inability to obtain or maintain the listing
of PubCo Common Stock on Nasdaq following the Business Combination; (6) the risk that the Business Combination disrupts current plans
and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other
things, competition and the combined company’s ability to grow, manage growth profitably and retain key employees; (8) costs related
to the Business Combination; (9) changes in applicable Laws or regulations; (10) the possibility that the Company or the combined company
may be adversely affected by other economic, business or competitive factors; and (11) other risks and uncertainties to be identified
in the Registration Statement to be filed by Westin relating to the Business Combination, including those under “Risk Factors”
therein, and in other filings made with the SEC by Westin and the Company. Westin and the Company caution that the foregoing list of
factors is not exclusive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
the date made. Neither Westin nor the Company undertakes any obligation to update or revise publicly any forward-looking statements to
reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based, except
as required by applicable Law. The information contained on any website referenced herein is not, and shall not be deemed to be, part
of or incorporated into this Current Report.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination, or an offer to sell or the solicitation of an offer to buy any securities. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom, nor shall any sale of securities be effected in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities Laws of any such jurisdiction. Neither the SEC nor any
securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the Business Combination contemplated
hereby or determined that this Current Report is accurate or complete. Any representation to the contrary is a criminal offense.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 2.1†* |
|
Business Combination Agreement, dated as of July 22, 2026, by and among Westin Acquisition Corp., First Choice Healthcare Solutions, Inc., and First Choice Acquisition Corp. |
| 10.1* |
|
Parent Support Agreement, dated as of July 22, 2026, by and among Westin Acquisition Corp., the Sponsor and the other Parent Supporting Shareholders party thereto. |
| 10.2* |
|
Form of Company Support Agreement. |
| 10.3 |
|
Form of Lock-Up Agreement. |
| 10.4† |
|
Form of Registration Rights Agreement. |
| 99.1 |
|
Press Release, dated as of July 22, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| † |
Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * |
Certain
portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Company hereby
agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
First
Choice Healthcare Solutions, Inc. |
| |
|
| Date:
July 28, 2026 |
By: |
/s/
Lance Friedman |
| |
Name:
|
Lance
Friedman |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
First
Choice Healthcare Solutions, Inc. and Westin Acquisition Corp Announce Definitive Business Combination Agreement to Create a Publicly
Traded Healthcare and Wellness Company
Transaction
Highlights
| ● | Transaction
expected to accelerate First Choice Healthcare Solutions, Inc.’s strategic rebrand
to Wellgevity 360, a next-generation healthcare and wellness platform focused on longevity,
preventative care, and personalized, biology-driven treatment solutions; |
| ● | Transaction
values First Choice Healthcare at a pro forma enterprise value of approximately $650 million; |
| ● | According
to Global Wellness Institute, the United States’ fast-growing wellness economy is now
valued at $2.1 trillion growing at an annual rate of 7.9% from 2019 to 2024; |
| ● | Wellness
economy per capita spending in the US surpassed the $6,000 threshold in 2024, reaching $6,293,
while the sector now accounts for 7.33% of the nation’s GDP; |
| ● | First
Choice Healthcare Solutions mission is to deliver clinician-led end-to-end, whole-person
care that integrates primary care, wellness, and longevity services to improve a patient’s
quality of life; |
| ● | Backed
by an experienced management team spanning emerging growth, healthcare services, and biopharmaceuticals; |
| ● | Post-combination
company expected to trade on Nasdaq; |
| ● | Transaction
expected to close in the fourth quarter of 2026, subject to customary approvals and closing
conditions. |
New
York and NEW YORK , July 21, 2026 (GLOBE NEWSWIRE) — First Choice Healthcare Solutions, Inc., a Delaware corporation (“First
Choice” or the “Company”), announced today that it has entered into an Agreement and Plan of Merger (the
“Agreement”) with Westin Acquisition Corp. (Nasdaq: WSTN, WSTNR, WSTNU) (“Westin”), a Cayman Islands exempted
company and special purpose acquisition company, and [First Choice Acquisition Corp.], a Delaware corporation (“Merger Sub”),
pursuant to which, immediately prior to the closing of the proposed business combination, Westin will domesticate from the Cayman Islands
to the State of Nevada and continue as a Nevada corporation (“PubCo”), following which Merger Sub will merge with
and into the Company, with the Company surviving as a wholly owned subsidiary of PubCo (the “Proposed Transaction”).
First
Choice Healthcare Solutions, Inc. is engaged in providing healthcare services through developing and operating functional health, longevity
and regenerative medicine clinics and related healthcare businesses.
Expanding
Footprint in the Wellness and Longevity Markets
The
global wellness and longevity markets are experiencing unprecedented expansion, driven by an aging global demographic and a profound
consumer shift toward proactive health, anti-aging therapies, and personalized medicine. First Choice delivers clinician-led, whole-person
care by integrating primary care, advanced diagnostics, regenerative therapies, medical weight loss, and hormone optimization. This Proposed
Transaction positions the Company to scale its national footprint, enhance its service offering and technological infrastructure, and
meet the rising demand for life-improvement and preventive clinical services.
A
Significant Market Opportunity
| ● | According
to the Global Wellness Institute, the global wellness economy reached a record $6.8 trillion
and is forecast to expand at a 7.6% annual rate to approach $9.8 trillion by 2029;
|
| | | |
| ● | Millennials
and Gen Z drive a “prejuvenation” trend, shifting med-spas and aesthetics clinics
into holistic longevity and screening centers;
|
| | | |
| ● | Genomics
and nutraceuticals remain the largest revenue drivers, while emerging technologies like biomarkers
and senolytics are seeing the fastest growth as AI advances precision medicine |
The
Financial Model for Longevity Medicine may be a more Durable Business
| ● | Cash
pay reduces insurance dependency |
| ● | Membership
programs can create predictable recurring revenue |
| ● | High-income
demographics with inelastic health spending |
| ● | The
service ecosystem creates compounding revenue potential per patient |
Mr.
Kok Peng Na, Chairman/CEO of Westin, said, “The merger reflects our commitment to partnering with a company with an innovative
healthcare platform, experienced management team and significant growth potential. We believe the Company is well positioned to capitalize
on the growing demand for primary care, wellness and regenerative medicine services, and that this proposed transaction will provide
the resources, public market access, and strategic flexibility needed to support its next phase of growth.”
Mr.
Lance Friedman, CEO of First Choice Healthcare Solutions, Inc., commented, “This business combination marks a transformative
milestone for First Choice as we capitalize on the accelerating demand for longevity and functional medicine. By combining our clinical
model with Westin’s public market access, we expect to be able to scale our operations rapidly, invest in cutting-edge health technologies,
and expand our services to a broader patient base seeking to optimize their health span and lifespan.”
Transaction
Overview
Pursuant
to the Agreement, prior to the closing of the Proposed Transaction, Westin will domesticate from the Cayman Islands to the State of Nevada
(the “Domestication”), upon the Domestication Effective Time, Westin will continue as a Nevada corporation (“PubCo”).
Following the Domestication, Merger Sub, a Delaware corporation and wholly owned subsidiary of PubCo, will merge with and into the Company,
with the Company surviving the merger as a wholly owned subsidiary of PubCo, in each case subject to the terms and conditions of the
Agreement.
The
Proposed Transaction implies a pre-money equity value of approximately $650 million for the Company. Additional information regarding
transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related
materials to be filed in connection with the Proposed Transaction. The parties may also cooperate in connection with any additional financing
arrangements sought in connection with the Proposed Transaction.
The
Proposed Transaction, which has been approved by the boards of directors of both Westin and the Company, is subject to regulatory approvals,
the approvals by the shareholders of Westin and the Company, respectively, and the satisfaction of certain other customary closing conditions,
including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by
the U.S. Securities and Exchange Commission, and the approval by Nasdaq of the listing application of the combined company.
The
description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Agreement
relating to the Proposed Transaction. A more detailed description of the Proposed Transaction and a copy of the Agreement will be included
in a Current Report on Form 8-K to be filed by Westin with the SEC and will be available on the SEC’s website at www.sec.gov.
Advisors
Celine
& Partners, PLLC and Ogier serve as the legal advisors to Westin. Sichenzia Ross Ference Carmel LLP serves as the U.S. securities
counsel to the Company. Geneva Capital Pte. Ltd. (GCCPL) serves as the financial advisor to the Company.
About
First Choice Healthcare Solutions, Inc.
First
Choice Healthcare Solutions, Inc. is engaged in providing healthcare services through developing and operating functional health, longevity
and regenerative medicine clinics and related healthcare businesses.
About
Westin Acquisition Corp.
Westin
is a special purpose acquisition company incorporated as a Cayman Islands exempted company and listed on the Nasdaq Stock Market under
the symbols WSTN, WSTNR, and WSTNU. Westin was formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. Westin’s strategy is to identify and partner
with a business that can benefit from access to the public markets and additional growth opportunities.
Important
Additional Information Regarding the Proposed Transaction Will Be Filed With the SEC
This
press release relates to the proposed business combination between Westin and the Company. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. Westin and the Company intend to file a Registration Statement on Form F-4 with the SEC, which will include
a document that serves as a prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus
will be sent to all Westin shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Westin and the Company will also file other documents
regarding the proposed business combination with the SEC. This press release does not contain all the information that should be considered
concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in
respect of the business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF WESTIN ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Westin and the Company through the website maintained by the SEC at www.sec.gov.
The
documents filed by Westin and the Company with the SEC also may be obtained free of charge upon written request to Westin Acquisition
Corp., Suite 1165-L 3 Coleman Street #03-24, Singapore 179804.
Participants
in the Solicitations
Westin,
the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies from Westin’s shareholders in connection with the proposed business combination.
A list of the names of the directors, executive officers, other members of management and employees of Westin and the Company, as well
as information regarding their interests in the business combination, will be contained in the Registration Statement on Form F-4 to
be filed with the SEC by Westin and the Company. Additional information regarding the interests of such potential participants in the
solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of
these documents from the sources indicated above.
Caution
About Forward-Looking Statements
This
press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934 that are based on beliefs and assumptions and on information currently available to
Westin and the Company. These forward-looking statements are based on Westin’s and the Company’s expectations and beliefs
concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations.
In some cases, you can identify forward-looking statements by words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements
that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market
opportunity and market share, the capability of the Company’s business plans, including its plans to expand, the anticipated enterprise
value of the combined company following the consummation of the proposed business combination, anticipated benefits of the proposed business
combination and expectations related to the terms and timing of the proposed business combination, are also forward-looking statements.
Although
each of Westin and the Company believes that it has a reasonable basis for each forward-looking statement contained in this communication,
each of Westin and the Company cautions you that these statements are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond Westin’s
and the Company’s control. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form
F-4 relating to the proposed business combination, which is expected to be filed by Westin and the Company with the SEC, and other documents
filed by Westin, Westin or the Company from time to time with the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking
statements.
There
may be additional risks that neither Westin nor the Company presently know, or that Westin and the Company currently believe are immaterial,
and that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Westin or
the Company, their respective directors, officers or employees or any other person that Westin or the Company will achieve their objectives
and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the
date made. New uncertainties and risks arise from time to time, and it is impossible for Westin or the Company to predict these events
or how they may affect Westin or the Company. Except as required by law, neither Westin nor the Company has any duty to, and does not
intend to update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued.
In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking
statement made in this communication may not occur.
Uncertainties
and risk factors that could affect Westin’s and the Company’s future performance and cause results to differ from the forward-looking
statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give
rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against Westin or the
Company, the combined company or others following the announcement of the business combination; the inability to complete the business
combination due to the failure to obtain approval of the shareholders of Westin or to satisfy other conditions to closing; changes to
the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations;
the ability to meet Nasdaq listing standards following the consummation of the business combination; the risk that the business combination
disrupts current plans and operations of Westin or the Company as a result of the announcement and consummation of the business combination;
the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management
and key employees; costs related to the business combination; changes in applicable laws or regulations; Westin’s estimates of
expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments;
changes in laws and regulations that impact the Company; ability to enforce, protect and maintain intellectual property rights; and other
risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Westin’s final prospectus relating to its initial public offering and in subsequent filings with the SEC,
including the Registration Statement on Form F-4 relating to the business combination expected to be filed by Westin and the Company.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For
further queries, please contact:
Westin
Acquisition Corp. Media Contact:
Bob
Lau
bob.lau@genevagroup.com.sg
First
Choice Healthcare Solutions, Inc. Contact
PCG
Advisory
Kevin
McGrath
+1-646-418-7002
kevin@pcgadvisory.com
