Form 8-K First Choice Healthcare For: Dec 04

 

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) December 4, 2018

 

FIRST CHOICE HEALTHCARE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-53012		90-0687379
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

  

709 S. Harbor Blvd., Suite 250, Melbourne, FL		32901
(Address of principal executive offices)		(Zip Code)

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company       ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Introductory Comment – Use of Terminology

 

Throughout this Current Report on Form 8-K, the terms “Company,” “we,” “us,” and “our” refers to First Choice Healthcare Solutions, Inc.  

 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

 

(b) On December 4, 2018, Chris Romandetti, Sr. resigned from the Company’s Board of Directors. The resignation was not the result of any disagreement with the Company on any matter or matters relating to the Company’s operations, policies or practices.

 

Section 8 – Other Events

 

Item 8.01 Other Events.

 

On December 5, 2018, the Company’s Board of Directors established (1) an Audit Committee consisting of three independent directors, to be chaired by Mr. James Rena, a financial expert, and to include Mr. Gary Augusta and Ms. Shelia Schweitzer, (2) a Nominating and Governance Committee consisting of three independent directors, to be chaired by Mr. Garry Augusta and to include Mr. James Renna and Ms. Shelia Schweitzer, and (3) a Compensation Committee consisting of three independent directors, to be chaired by Ms. Shelia Schweitzer and to include Mr. Gary Augusta and Mr. James Renna.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

	Exhibit No.		Description of Exhibit
	99.1		Press Release, dated December 6, 2018.*

 

* Filed herewith.

 

 

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.

 

	FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
	(Registrant)
Date: December 6, 2018
	/s/ Phillip J. Keller
	Name: Phillip J. Keller
	Interim Chief Executive Officer and Chief Financial Officer

 

3

 

 

Exhibit 99.1

 

 

 

First Choice Healthcare Solutions Governance Appointments

 

The Independent Board of Directors Announce Additional Updates

 

Melbourne, FL - (December 6, 2018) – First Choice Healthcare Solutions, Inc. (OTCQB: FCHS) ("First Choice" or the "Company"), a physician driven, patient centric healthcare delivery platform providing a full life cycle of Orthopaedic and Spine care for patients through diagnosis, treatment and recovery, today announced a series of corporate actions:

 

·

The establishment of three Board Committees to align with governance structure recommendations for public companies of major stock exchanges. Specifically the creation of:

o

Governance and Nominating Committee, chaired by Gary Augusta

o

Audit Committee, chaired by James Renna

o

Compensation Committee, chaired by Shelia Schweitzer

 

·

The First Choice Board of Directors is currently comprised of four Independent Directors:

o

Sheila Schweitzer

o

James Renna

o

Gary Augusta

o

Dr. Thomas Gill

 

·

The Board will continue to actively support and advise interim CEO and President Phillip Keller in the clinical and operating performance of the company and growth into 2019

 

“First Choice is founded on the premise of providing the highest quality care to our patients”, said Dr. Thomas Gill, First Choice Board Director and Chairman of the Company’s Medical Advisory Board. Gill added, “Our physicians know the needs of our patients and as a company, we are committed to empowering physicians, and all our care providers, in the First Choice growth model.”

 

Mr. Phillip Keller, the Company’s interim CEO stated, “The establishment of these new Board committees reflects our commitment to the highest standards of corporate governance.  I look forward to continuing to work with our Board to ensure that First Choice delivers superior outcomes for our patients, physicians, employees and shareholders.” 

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 because of new information, future events, or otherwise to reflect future events or circumstances or reflect the occurrence of unanticipated events.

 

About First Choice Healthcare Solutions, Inc.

Headquartered in Melbourne, Florida, First Choice Healthcare Solutions (FCHS) operates medical and care delivery Centers of Excellence which concentrate on treating patients in the following specialties: Orthopaedics, Spine Surgery, Interventional Pain Management, Physical Therapy and other ancillary and diagnostic services. We focus on serving Florida's Space Coast where the Company's flagship integrated platform currently administers over 150,000 patient visits each year and is comprised of First Choice Medical Group, The B.A.C.K. Center and Crane Creek Surgery Center. For more information, please visit www.myfchs.com, www.myfcmg.com, www.thebackcenter.net and www.cranecreeksurgerycenter.com.

 

Contact Information:
First Choice Healthcare Solutions, Inc.
Gillian Lee
Phone: 321-725-0090 ext. 160
Email: [email protected]

 

 

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