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) October 27, 2015
FIRST
CHOICE HEALTHCARE SOLUTIONS, INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
000-53012 |
90-0687379 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
709
S. Harbor Blvd., Suite 250, Melbourne, FL |
32901 |
(Address of principal executive
offices) |
(Zip Code) |
|
|
Registrant's
telephone number, including area code (321) 725-0090
(Former
name of 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)) |
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On
November 2, 2015, First Choice Healthcare Solutions, Inc. (the “Company”), a diversified holding company focused on
delivering clinically superior, patient-centric, multi-specialty care through state-of-the-art medical centers of excellence,
announced that its newly formed, wholly-owned subsidiary, CCSC Holdings, Inc. (“CCSC Holdings”), acquired a 40% interest
in Crane Creek Surgery Center (“Crane Creek”) in exchange for cash consideration of $560,000. Crane Creek is an AAAHC
accredited facility dedicated to delivering excellent, ambulatory surgical care in a convenient, comfortable outpatient environment.
The
collective ownership of Crane Creek is comprised of CCSC Holdings, CCSC TBC Group, LLC (“TBC Group”), which is owned
by Richard Hynes, M.D., FASC and Devin Datta, M.D.; and HMA Blue Chip Investments, LLC (Blue Chip Surgical Center Partners), which
develops and manages 17 world class ambulatory surgery centers across the United States. Drs. Hynes and Datta are both affiliated
with The B.A.C.K. Center, a First Choice medical center of excellence in Melbourne, Florida.
Together,
CCSC Holdings and TBC Group own 75% interest in Crane Creek. In accordance with the Crane Creek Restated and Amended Operating
Agreement, CCSC Holdings will exercise sufficient control over the business of Crane Creek that will allow First Choice to treat
it as a variable interest entity (“VIE”), effective October 1, 2015. The
Company has the power to make decisions that most significantly affect the economic performance of Crane Creek and to absorb significant
losses or right to receive benefits that could potentially be significant. As a result, the Company will include the financial
results of the VIE in its consolidated financial statements in accordance with generally accepted accounting principles.
Of
the $560,000 cash consideration paid, CCSC Holdings borrowed $420,000 pursuant to a promissory note which bears interest at 8%
per annum and matures on April 15, 2016 (the “Note”). The Note is guaranteed by the Company’s CEO, Christian
Romandetti, and the Company. In addition, Mr. Romandetti personally pledged 1,000,000 shares of the Company’s common
stock as collateral for the repayment of the Note.
Item 7.01 |
Regulation FD Disclosure |
On
November 2, 2015, the Company issued a press release announcing that Crane Creek Surgery Center has joined First Choice’s
growing network of medical centers of excellence in the State of Florida. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instructions B.2 of Form
8-K, Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits |
(d) |
|
Exhibits: The following Exhibits are filed as part of this Current Report
on Form 8-K. |
2
99.1
|
|
Press Release – November 2,
2015 |
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. |
|
(Registrant) |
|
|
Date: November
2, 2015 |
|
|
/s/
Chris Romandetti |
|
Name: Chris
Romandetti |
|
Chief Executive
Officer |
3
Exhibit
99.1
FIRST
CHOICE HEALTHCARE ANNOUNCES ADDITION OF
CRANE
CREEK SURGERY CENTER TO ITS GROWING NETWORK
OF
MEDICAL CENTERS OF EXCELLENCE IN FLORIDA
MELBOURNE,
FL – (Market Wired) – November 2, 2015 – First Choice Healthcare Solutions,
Inc. (OTCQB:FCHS) (“FCHS,”
“First Choice” or the “Company”),
a diversified holding company focused on delivering clinically superior, patient-centric, multi-specialty care through state-of-the-art
medical centers of excellence, today announced that Melbourne, Florida-based Crane Creek Surgery Center
(“Crane Creek”) has joined First Choice’s growing network of Medical Centers of Excellence in the
State of Florida.
Established
in 2009, Crane Creek is an AAAHC accredited facility dedicated to delivering excellent, ambulatory surgical care in a convenient,
comfortable outpatient environment. The modern 18,000+ square foot facility is located in Melbourne, Florida within the Crane
Creek Medical Center building, which is also home to Osler Medical and The B.A.C.K. Center. Crane Creek’s facility houses
four state-of-the-art operating rooms and a procedure room; with capacity and capability to host 4,000-5,000 orthopaedic, spine,
interventional pain and general surgical procedures each year.
First
Choice’s newly formed subsidiary CCSC Holdings, Inc. (“CCSC Holdings”) acquired a 40% interest in Crane Creek.
The other owners are CCSC TBC Group, LLC (“TBC Group”), owned by Richard Hynes, M.D., FASC
and Devin Datta, M.D.; and Blue Chip Surgical Center Partners, which develops and manages 17 world class
ambulatory surgery centers across the United States. Drs. Hynes and Datta are both affiliated with The B.A.C.K. Center,
a First Choice medical center of excellence in Melbourne, Florida.
Blue
Chip Surgical Center Partners President Jay Rom stated, “We are thrilled to be affiliated with First Choice and to be
part of the First Choice Healthcare network of medical centers. With the addition of First Choice and the ongoing affiliation
with The B.A.C.K. Center, Crane Creek Surgery Center will continue to be a center of excellence for spine, orthopaedic and interventional
pain care. Moreover, based on average orthopaedic revenue per case benchmarks established for ambulatory surgery centers of this
size, we look forward to working closely with our partners to optimize the revenue growth opportunity for Crane Creek, which has
the capacity and capability to reach and exceed $10-$15 million each year.”
Together,
CCSC Holdings and TBC Group own 75% interest in Crane Creek. In accordance with the Crane Creek Restated and Amended Operating
Agreement, CCSC Holdings will exercise sufficient control over the business of Crane Creek that will allow First Choice to treat
it as a variable interest entity, effective October 1, 2015. As a result, First Choice will include the financial results of Crane
Creek in its consolidated financial statements in accordance with generally accepted accounting principles as if it were a wholly-owned
subsidiary. Dr. Hynes has been appointed as Crane Creek’s Medical Board president and as medical director.
Christian
Romandetti, First Choice Chairman and CEO, added, “We are very pleased to again be expanding our network of centers
of excellence serving Florida’s Space Coast. Crane Creek represents a truly ideal complement to our orthopaedic, spine,
neurology and interventional pain care medical operations in the region, allowing us to strategically redirect surgical cases
stemming from both First Choice Medical Group and The B.A.C.K. Center to Crane Creek. In addition, providing our valued patients
with greater comfort, convenience and direct access to superb outpatient surgical facilities will go a long way in helping us
to ensure that positive outcomes are consistently optimized, and medical costs are contained. 2015 is definitely proving to be
banner year for First Choice, and we couldn’t possibly be any prouder or more excited about what the future holds for our
Company.”
For
more detailed information and terms of the transaction, please refer to the related Form 8-K to be filed with the U.S. Securities
& Exchange Commission today and accessible at www.sec.gov.
About
First Choice Healthcare Solutions, Inc.
Headquartered
in Melbourne, Florida, First Choice Healthcare Solutions (FCHS) is actively engaged in developing a network of multi-specialty
medical centers of excellence throughout the southeastern U.S., which are distinguished as premier destinations for clinically
superior, patient-centric care. Serving Florida’s Space Coast, FCHS’ Centers of Excellence include First Choice Medical
Group of Brevard (FCMG), which specializes in the delivery of neurological and musculoskeletal medicine, and ancillary services;
Brevard Orthopaedic Spine & Pain Center, Inc., dba The B.A.C.K. Center, which focuses on orthopaedic spine and interventional
pain medicine; and Crane Creek Surgery Center, an AAAHC accredited outpatient surgical center which hosts orthopaedic, spine,
interventional pain and general surgical procedures. FCHS’ commercial real estate interests are managed by its wholly owned
subsidiary, FCID Holdings, Inc.
For
more information, please visit www.myfchs.com, www.myfcmg.com, www.thebackcenter.net and www.cranecreeksurgerycenter.com.
Safe
Harbor Statement
Certain
information set forth in this news announcement may contain forward-looking statements that involve substantial known and unknown
risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are
beyond the control of First Choice Healthcare Solutions, Inc. Such forward-looking statements are based on current expectations,
estimates and projections about the Company’s industry, management beliefs and certain assumptions made by its management.
Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the
time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
Information concerning factors that could cause the Company's actual results to differ materially from those contained in these
forward-looking statements can be found in the Company's periodic reports on Form 10-K and Form 10-Q, and in its Current Reports
on Form 8-K, filed with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise to reflect
future events or circumstances or reflect the occurrence of unanticipated events.
For
additional information, please contact:
Investor
Relations at WallStreetWriter
407-878-5945
or FCHS@wallstreetwriter.com
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