FCHS · First Choice Healthcare Solutions, Inc.

Summary

First Choice Healthcare Solutions, Inc. (FCHS) is pivoting from its legacy orthopedic services to developing a national chain of primary care and wellness clinics staffed by nurse practitioners, focusing on preventive care, chronic disease management, and self-pay quality-of-life services like anti-aging, hormone replacement, weight management, and biohacking, supported by an internal compounding pharmacy. The company plans to complete acquisitions of Pointe Medical Services and The Good Clinic assets post-offering to launch operations starting June 1, 2026. For the year ended December 31, 2025, FCHS reported net losses of $7.0 million with cash outflows from operations of $0.55 million and an accumulated deficit of $74.7 million; the predecessor entity Pointe Med/LiveWell reported net income of $0.6 million on $7.0 million revenue. This best-efforts IPO seeks to raise up to $19.0 million (or $21.85 million with overallotment) through 3,800,000 shares of Series D Convertible Preferred Stock at $5.00 per share plus accompanying warrants, registering 12,863,000 common shares upon conversion/exercise. Net proceeds of $17.1 million will fund $9.0 million for Pointe Med/LiveWell acquisition, hiring, working capital, and marketing. Concurrently, a resale prospectus registers 3,000,010 common shares for selling stockholders. FCHS aims to uplist to NYSE under 'FCHS' to execute its growth strategy amid high execution risks, regulatory hurdles, and dilution from anti-dilution provisions.

Key takeaways

• Best-efforts IPO of 3,800,000 Series D Convertible Preferred shares at $5.00 each plus warrants, targeting $19M gross ($17.1M net proceeds).
• 2025 net loss of $7.0M for FCHS with $74.7M accumulated deficit; Pointe Med/LiveWell (acquisition target) had $7.0M revenue and $0.6M net income.
• Proceeds primarily for $9.0M Pointe Med/LiveWell acquisition ($15.8M total value), $2.0M hiring, $4.6M working capital, $1.5M marketing.
• Series D Preferred convertible at $5/share with 9% cumulative dividends payable in cash/shares; full-ratchet anti-dilution with no floor price risks indeterminate dilution.
• 1-for-2,000 reverse split of 32.96M pre-split common shares to 16,479 post-split; post-offering fully-diluted common shares estimated at 8.4M.
• Concurrent resale of 3.0M common shares by 37 selling stockholders from private placement strips; NYSE uplisting required for closing.
• Strategic pivot to 30 nurse practitioner clinics in full-practice authority states by 2030, terminating orthopedic/PT services post-IPO.