FCHS First Choice Healthcare Solutions Inc (PK)

Item 3.02 Unregistered Sales of Equity Securities.

On March 1, 2018 (the “ Closing Date ”), pursuant to a Stock Purchase Agreement, dated as of February 6, 2018 (the “ Purchase Agreement ”), for the consideration of $7,500,000, we sold and issued, as permitted under the Purchase Agreement, to Steward Physician Contracting, Inc. (“ SPC ”), an indirect subsidiary of the Purchaser (as defined in the Purchase Agreement, and together with SPC, “ Steward ”), 5,000,000 shares (the “ Shares ”) of the common stock, par value $0.001 per share (the “ Common Stock ”), of the Company. Additionally, pursuant to the Purchase Agreement, we agreed that, upon demand from Steward after the six month anniversary of the Closing Date, we shall use our reasonable best efforts to prepare and file with the Securities and Exchange Commission, a registration statement and such other documents as may be necessary in the advice of counsel for the Company, and use our commercially reasonable efforts to have such registration statement declared effective in order to comply with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”), so as to permit the registered resale of the Shares.

We believe that the sale and issuance of the Shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as the sale and issuance is a transaction by an issuer not involving any public offering.