First Choice Healthcare Solutions, Inc.

false 0001416876 0001416876 2026-07-22 2026-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 Employe r 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 (2 nd ) 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 Merge