FCHS First Choice Healthcare Solutions Inc (PK)

SCHEDULE 13D

On March 1, 2018, pursuant to the terms of a Stock Purchase Agreement, dated as of February 6, 2018 (the “Agreement”) between the Issuer and SHCS, the Issuer sold and issued, as permitted by the Agreement, to SPC 5,000,000 shares of Common Stock (including any shares of Common Stock issued after tht closing pursuant to any stock split, stock dividend or other capital adjustment, the “Shares”) for a purchase price equal to $7,500,000 (the “Purchase Price”). Pursuant to the terms of the Agreement, SPC may exercise the rights of SHCS set forth in the Agreement, as described below.

The purpose of purchasing the Shares was to enter into a strategic partnership with the Issuer to facilitate the expansion of the Issuer’s orthopaedic and spine care delivery system to the SHCS hospital network.

SPC has the right to designate two individuals, of which one must be “Independent” under applicable rules, to serve as members of the five-member Board of Directors of the Issuer, until such time as the holder of the Shares owns the lesser of (x) 10% of the outstanding Common Stock or (y) 90% of the Shares (as adjusted pursuant to any stock splits, stock dividends or similar capital transactions)

SPC is entitled to require the Issuer, on three occasions at any time after September 1, 2018 , to register the resale of the Shares.  In addition, SPC has “piggyback” registration rights with respect to the Shares.

SPC may not transfer the Shares prior to September 1, 2018.

Should the Issuer fail to satisfy the current information reporting requirements under Rule 144(c)(1) under the Securities Act of 1933 during any time after September 1, 2018 when such public information is required to permit sales under Rule 144, the Agreement provides that the Issuer will be required to pay SPC damages in an amount equal to 2.0% of the Purchase Price, on the date of the information failure and monthly thereafter until the failure is cured or such time as such public information is no longer required for the holder of the Shares to transfer them under Rule 144.

On or after April 1, 2022, unless the market capitalization (as defined in the Agreement) of the Issuer is equal to or greater than $100,000,000, SPC will have the option to sell 50% of the Shares to the Issuer, once during each of the following two calendar years thereafter without accumulation for an amount equal to the Purchase Price pro-rated for the number of Shares being purchased.

The foregoing summary of certain terms of the  Agreement is not complete and is qualified in its entirety by reference to the full text of the documents, which are referenced as Exhibits 1 to this Schedule 13D.

Except as set forth herein, SPC has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  SPC intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board of Directors, price levels of the Common Stock, other investment opportunities available to SPC, conditions in the securities market and general economic and industry conditions, SPC may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Common Stock or selling some or all of the Shares and, alone or with others, pursuing discussions with the management, the board of directors, other shareholders of the Issuer and third parties with regard to its investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Officers and Directors of Reporting Person and its Parents

1. Steward Physician Contracting, Inc., a taxable non-profit Massachusetts corporation

Note: Except as otherwise indicated below, the address of each individual is c/o Steward Health Care System LLC, 111 Huntington Avenue, Suite 1800, Boston, MA 02199-7633 and each individual is a United States citizen.

3. Steward Health Care System LLC, a Delaware limited liability company

Note: Except as otherwise indicated below, the address of each individual is Steward Health Care System LLC, 111 Huntington Avenue, Suite 1800, Boston, MA 02199-7633 and each individual is a United States citizen.