FIRST CHOICE HEALTHCARE SOLUTIONS, INC. (OTCMKTS:FCHS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
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, has announced that its wholly-owned subsidiary CCSC Holdings, Inc., a Florida corporation (“CCSC”) has entered into two separate agreements as set forth below.
Membership Interest Purchase Agreement
On January 31, 2018, CCSC entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HMA Blue Chip Investments, LLC (“Blue Chip”). A copy of the Purchase Agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
to the terms of the Purchase Agreement, CCSC will acquire from Blue Chip 24.05 Class B Units of membership interest in the Center for cash consideration of $400,000 (the “Transaction”), representing a 25% ownership interest in the Center. As a result of the Transaction, CCSC will have a 65% ownership interest in the Center.
The Purchase Agreement contains customary representations and warranties made by each of CCSC and Blue Chip.Each of CCSC and Blue Chip has agreed to indemnify the other and certain other indemnified persons from any and all losses incurred by such indemnified persons arising from, among other things, any breach of the representations, warranties or covenants set forth in the Purchase Agreement on the terms and subject to the limitations set forth in the Purchase Agreement.
In addition, to the terms of the Purchase Agreement, upon completion of the Closing thereunder, the managers of the Center appointed by Blue Chip to that certain Second Amended and Restated Operating Agreement of the Center, dated October 1, 2015 will resign from their respective positions.
Termination and Assignment Agreement
On January 31, 2018, CCSC entered into a Termination and Assignment Agreement (the “Termination Agreement”) with Crane Creek Surgical Partners, LLC (the “Center”) and BCS-Management, LLC (“BCS”). A copy of the Termination Agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
to the terms of the Termination Agreement, the Center and BCS will terminate their respective rights and obligations under that certain Amended and Restated Management Services Agreement dated as of September 1, 2013 (the “Management Agreement”). Each of the Center and BCS has agreed to release the other and certain other persons from any and all claims arising out of or relating to the Management Agreement, except for claims arising out of the Termination Agreement and claims made by third parties against either party.
In addition, to the terms of the Termination Agreement, BCS will assign, grant, convey and transfer to CCSC all of BCS’s right, title and interest in and to the Management Agreement, including but not limited to the right to accept management fees as set forth in the Management Agreement, and CCSC will assume all of BCS’s duties and obligations under the Management Agreement. Until March 31, 2018, BCS will provide the Center business office, financial, accounting and other related services necessary to assist the transition of the operation of the Center to CCSC.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description |
| 10.1 | Membership Interest Purchase Agreement dated as of January 31, 2018 by and between CCSC Holdings, Inc. and HMA Blue Chip Investments, LLC. |
| 10.2 |
Termination and Assignment Agreement dated as of January 31, 2018 by and among Crane Creek Surgical Partners, LLC, BCS-Management, LLC and CCSC Holdings, Inc. |
| 99.1 | Press Release dated February 7, 2018 |
First Choice Healthcare Solutions, Inc. ExhibitEX-10.1 2 ex10_1.htm EXHIBIT 10,…To view the full exhibit click here
About FIRST CHOICE HEALTHCARE SOLUTIONS, INC. (OTCMKTS:FCHS)
First Choice Healthcare Solutions, Inc. is focused on building a network of localized, integrated healthcare systems, which consists of non-physician-owned medical centers of excellence. The medical centers of excellence concentrate on treating patients in various specialties, including Orthopedics, Spine Surgery, Neurology, Interventional Pain Management, and related diagnostic and ancillary services in markets throughout the Southeastern United States. The Company operates in healthcare services and real estate segments through its subsidiaries. It utilizes advanced diagnostic technologies coupled with the individualized care, including trigger point injections and pharmacological, physical, neurological, orthopedic, chiropractic and massage therapy treatments. First Choice Medical Group of Brevard, LLC’s leases commercial office space to tenants. Marina Towers, LLC has leased back the Marina Towers via a 10-year absolute triple-net master lease agreement.