First Choice Healthcare Solutions, Inc. files an S-1/A to register 12,863,000 shares of common stock issuable from its Series D Convertible Preferred Stock structure, plus 3,000,010 existing common shares for resale, and to offer 3,800,000 shares of Series D Preferred Stock with 3,800,000 accompanying Warrants.
The company plans to raise about $19,000,000 gross (approximately $17,480,000 before expenses) at a combined price of $5.00 per preferred share and warrant, with an underwriter over-allotment option for up to 570,000 additional preferred shares and warrants. Net proceeds are earmarked for acquiring PointeMed/LiveWell and The Good Clinic, hiring clinical and management staff, marketing, and general working capital.
The Series D Preferred carries a 9% cumulative dividend, is convertible at an initial $5.00 per-share price, and is paired with anti-dilution features that can lower the conversion price without a floor, potentially increasing dilution. The Warrants are immediately exercisable at $5.00 and expire five years after issuance. The filing also describes a planned 1-for-2,000 reverse stock split on 32,958,288 existing common shares, recent net losses, a large accumulated deficit, and the company’s strategic pivot from its legacy orthopedic and physical therapy business to a national network of primary care and wellness clinics supported by in-house compounding pharmacy operations, following emergence from Chapter 11 and a prior change in leadership.
First Choice Healthcare Solutions, Inc. is registering 12,863,000 shares of common stock tied to a new capital structure built around Series D Convertible Preferred Stock and accompanying warrants, plus a concurrent resale of up to 3,000,010 common shares by existing holders. The primary offering is a firm commitment sale of up to 3,800,000 shares of Series D Convertible Preferred Stock, each bundled with a warrant to buy one additional Series D preferred share, all based on an assumed $5 combined price, 9% cumulative dividends and immediate convertibility. The preferred shares feature anti-dilution adjustments with no floor, which can increase common share issuance if future financings occur below the initial $5 conversion price. Net cash proceeds of about $17.08 million are earmarked for acquisitions, staffing, working capital and marketing as the company pivots from its legacy orthopedic and therapy operations toward a national network of nurse practitioner–led primary care and wellness clinics supported by an in-house compounding pharmacy.
First Choice Healthcare Solutions, Inc. is registering 2,400,000 shares of Series D Convertible Preferred Stock and Warrants to purchase 2,400,000 Series D Preferred shares in a firm commitment initial public offering, together with 8,124,000 shares of common stock issuable upon conversion of the preferred stock and payment of related stock dividends, plus 720,000 shares of common stock for resale by selling stockholders. The combined public offering price is $5.00 per preferred share and accompanying Warrant, for total gross proceeds of $12.0 million, underwriting discounts of $0.40 per unit and proceeds to the company of $11.04 million before expenses; net proceeds are expected to be about $10.64 million, or $12.30 million if the over-allotment option is fully exercised.
The company plans a 1-for-2,000 reverse stock split of 32,958,288 common shares and expects 8,393,979 common shares outstanding after the offering, excluding additional convertible and warrant shares. Management is pivoting from a legacy orthopedic and physical therapy business to a national chain of primary care and wellness clinics supported by an internal compounding pharmacy. The business has a history of significant losses, including net losses of approximately $3.5 million for the nine months ended September 30, 2025 and $3.8 million for 2024, with an accumulated deficit of about $71.3 million as of September 30, 2025.
First Choice Healthcare Solutions, Inc. is conducting a public offering of 2,400,000 shares of Series D Convertible Preferred Stock together with Warrants to purchase 2,400,000 additional Series D preferred shares, at an assumed combined price of $5 per preferred share and Warrant. The company expects gross proceeds of $12,000,000 and net proceeds of about $11,040,000 before any over-allotment, which may be used for acquisitions, hiring, working capital and marketing. The Series D preferred carries a cumulative 9% annual dividend and is convertible into common stock at an assumed $5 conversion price, with anti-dilution provisions that can lower the conversion price and increase dilution over time.
Altogether the company is registering 8,124,000 shares of common stock tied to conversion of the Offered Preferred Stock and Warrant Preferred Stock and related stock dividends, plus 120,000 additional common shares if the conversion price falls below $5. A concurrent resale registration covers 720,000 common shares held by selling stockholders, including 51,114 shares issuable on warrant exercises. The transaction is paired with a 1-for-2,000 reverse stock split for most existing shares and a planned name change to Leading Primary Care, Inc., supporting a strategic pivot from legacy orthopedic services to a national network of primary care and wellness clinics and an integrated compounding pharmacy platform.
First Choice Healthcare Solutions, Inc. is registering 8,124,000 shares of common stock in connection with a mixed initial public offering and resale of its securities. The primary offering is a firm-commitment sale of up to 2,400,000 shares of Series D Convertible Preferred Stock with attached warrants to purchase 2,400,000 Series D preferred shares, at an assumed combined price of $5.00 per unit, for gross proceeds of $12.0 million and expected net proceeds of about $10.64 million. The preferred stock and warrants convert and are exercisable immediately, carry a 9% cumulative dividend payable in cash or stock, and include anti-dilution provisions that can lower the $5.00 conversion price without a floor, potentially increasing dilution. The filing also covers 720,000 common shares for resale by selling stockholders, including 51,114 issuable upon warrant exercise, and reflects a planned 1‑for‑2,000 reverse stock split affecting most outstanding common shares.
First Choice Healthcare Solutions filed its Q3 10‑Q, reporting a net loss of $1,462,888 on revenue of $230 for the quarter ended September 30, 2025. For the nine months, net loss was $3,500,214 on revenue of $5,686.
Cash was $2,430 as of September 30, 2025, against current liabilities of $37,160,986 and total liabilities of $40,155,246. The company reported a stockholders’ deficit of $(36,042,136). Convertible notes payable totaled $13,749,153, all classified as current. Operating cash outflow was $552,485 year‑to‑date, while financing inflow was $525,000 from new convertible notes.
The notes disclose SBA confirmation of $471,300 PPP loan forgiveness on April 24, 2025. Management states substantial doubt about the company’s ability to continue as a going concern absent additional capital or cost reductions. Common shares outstanding were 32,958,288 as of November 11, 2025.
First Choice Healthcare Solutions, Inc. (FCHS) filed an amended S-1 describing recent operations, balance sheet composition, financing instruments and acquisitions. The company reported revenue of $2,815,401 for 2025 compared with $2,346,997 in 2024, while Pointe Med/LiveWell contributed $4,784,910 in revenue in the referenced period. Net losses were approximately $2.0 million for the six months ended June 30, 2025 and $3.8 million and $8.2 million for the years ended December 31, 2024 and 2023, respectively. Accumulated deficit was stated at approximately $69.8 million at June 30, 2025.
The filing discloses material liabilities and financing arrangements including substantial convertible notes (e.g., 35% OID notes of $5.6 million and total convertible notes aggregated to $14,000,962), lease liabilities in the multi‑million dollar range (total lease liabilities reported around $3.46 million), and other non‑convertible notes. The company completed acquisitions (Pointe Med/LiveWell; The Good Clinic) with share consideration and records intangible assets of $17,533,783 tied to acquisition accounting. Management discloses a going concern risk tied to recurring losses and says it must raise at least $10.0 million to complete the proposed offering and uplist to the NYSE.