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)
June 9, 2015
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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-53012
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90-0687379
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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709 S. Harbor Blvd., Suite 250, Melbourne, FL
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32901
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into A Material Definitive Agreement.
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On June 9, 2015, First Choice Medical Group
of Brevard, LLC (“FCMG”), a wholly owned subsidiary of First Choice Healthcare Solutions, Inc. (the “Company”)
and CT Capital, LTD (“CT”) entered into a Modification Agreement (“Modification”) amending the Loan and
Security Agreement dated June 13, 2013 (the “Loan Agreement”). The Modification Agreement increased FCMG’s accounts
receivable line of credit from $1,500,000 to $2,000,000. All of the other terms and conditions of the Loan Agreement remain in
full force and effect.
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Item 7.01
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Regulation FD Disclosure
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On June 11, 2015, the Company issued a
press release announcing the modification of the Loan and Security Agreement with CT Capital, LTD. 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.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits: The following Exhibits are filed as part of
this Current Report on Form 8-K.
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Exhibit No.
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Description
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10.1
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Modification Agreement, dated as of June 9, 2015 relating to the CT Capital, LTD. Loan and Security Agreement dated June 13, 2013.
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99.1
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Press Release – June 11, 2015
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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.
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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
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(Registrant)
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Date: June 11, 2015
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/s/ Chris Romandetti
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Name: Chris Romandetti
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Chief Executive Officer
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Exhibit 10.1
AGREEMENT TO MODIFY LOAN MAXIMUM LINE OF
CREDIT AND CONSENT TO FCHS SECURED DEBT ISSUANCE
WHEREAS, CT Capital, LTD (“CT”)
entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC (“FCMG”)
pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the “Loan”);
WHEREAS, FCMG is a wholly owned subsidiary
of FCID Medical, Inc. (“FCID”) and FCID is a wholly owned subsidiary of First Choice Healthcare Solutions, Inc. (“FCHS”)
and with FCID and FCMG, (the “Parties”);
WHEREAS, FCMG modified the annual interest
rate on the Loan from 12% to 6% on November 11, 2013;
WHEREAS, FCMG desires to modify the Maximum
Line of Credit from $1,500,000 to $2,000,000.
WHEREAS CT desires to modify the Maximum
Line of Credit from $1,500,000 to $2,000,000 and having (i) all other terms on the loan remain the same, and (ii) consent to FCID
and FCMG guaranteeing the Loan Transaction and consent to the filing of UCC financing statements that list FCHS, FCMG and FCID
as debtors as required by the Loan Transaction;
NOW, THEREFORE, in consideration of the
terms and conditions herein contained, and for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
1) The paragraph above are integral to
this Agreement and are hereby incorporated herein and made a part hereof.
2) CT agrees (i) to modify the Maximum
Line of Credit from $1,500,000 to $2,000,000, (ii) to consent to the Loan Transaction, (iii) to consent to FCID and FCMG guaranteeing
the Loan Transaction, such guarantee being subordinate in priority to CT, and (iv) to consent to filing of UCC financing statements
in the respective states of incorporation or formation that list FCHS, FCMG and FCID as debtors and perfect a security interest
in assets of FCHS, FCMG and FCID, which security interest is subordination in priority to CT.
3) FCMG agrees to modify the Maximum Line
of Credit from $1,500,000 and $2,000,000 and having (i) all other terms on the loan remain the same, including but not limited
to section 2.3.13, and (ii) consent to FCID and FCMG guaranteeing the Loan Transaction and consent to the filing of UCC financial
statements that list FCHS, FCMG and FCID as debtors as required by the Loan Transaction.
4) The Parties agree for the modification
to be effective June 9, 2015.
Accepted and Agreed to:
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CT CAPITAL, LTD.
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FCID MEDICAL, INC.
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/s/ Jeffrey Roschman
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/s/ Christian Romandetti
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By: Jeffrey Roschman
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By: Christian C. Romandetti, President
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FIRST CHOICE MEDICAL GROUP OF
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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
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BREVARD, LLC
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/s/ Kris Jones
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/s/ Christian Romandetti
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By: Kris Jones, Authorized Person
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By. Christian C. Romandetti, President
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Exhibit 99.1
FIRST CHOICE HEALTHCARE INCREASES
LINE OF CREDIT TO $2 MILLION
MELBOURNE, FL – (Market Wired)
– June 11, 2015
–
First Choice Healthcare Solutions, Inc. (OTCQB:FCHS) (“FCHS”
or “First Choice”)
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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 its lender ,CT Capital, LTD, has modified the accounts receivable line of credit established with the Company’s wholly
owned subsidiary, First Choice Medical Group of Brevard, LLC (“FCMG”), increasing the line from $1.5 million to $2
million.
Christian Romandetti, Chairman, President
and CEO of First Choice, stated, “In view of FCMG’s notable revenue growth – a trend that we expect will gain
further momentum as we continue to implement key expansion initaitives, we are very gratified that CT Capital has continued to
provide us with ready access to cash necessary to allow us to effectively manage our strong cash flow. The CT Capital team has
proven to be a highly valued financial partner to First Choice over the past several years and is one that continues to play a
very meaningful role in the growth of our medical operations.”
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.
Through its wholly owned subsidiary FCID Medical, Inc., the Company currently operates First Choice Medical Group of Brevard (FCMG),
First Choice’s flagship Medical Center of Excellence which specializes in the delivery of neurological and musculoskeletal
medicine and rehabilitative care; and through its wholly owned subsidiary TBC Holdings of Melbourne, Inc., it operates Brevard
Orthopaedic Spine & Pain Center, Inc., dba The B.A.C.K. Center, which focuses on orthopaedic spine and pain medicine. FCHS’
commercial real estate interests, which houses FCMG, are managed by its wholly owned subsidiary, FCID Holdings, Inc. For more information,
please visit
w
ww.myfchs.com,
www.myfcmg.com
and
www.thebackcenter.net
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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:
First Choice Healthcare
Solutions, Inc.
Julie Hardesty | 800-914-0090,
Extension 288
