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 14, 2015
| 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On December 14, 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 $2,000,000 to $2,500,000 and extended the maturity date of the Loan Agreement to June 30, 2017 (“Maturity Date”). In addition, the Company agreed to maintain an outstanding balance of not less than $1,000,000 until the Maturity Date (“Minimum Borrowing”) and provide sixty (60) days prior written notice to prepay up to $1,000,000 of the outstanding indebtedness in excess of the Minimum Borrowing. All of the other terms and conditions of the Loan Agreement remain in full force and effect.
In consideration of the $500,000 increase in the accounts receivable line of credit, the Company issued to CT 100,000 shares of its common stock, which were issued pursuant to an exemption to the registration requirements of the Securities Act of 1933, as amended. The $500,000 increase may be repaid by the Company at any time, and is not subject to the conversion provisions set forth in the Loan Agreement.
| Item 7.01 | Regulation FD Disclosure |
On December 18, 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.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits: | |
| | Exhibit No. | Description |
| | 10.1 | Modification Agreement dated as of December 14, 2015 relating to the CT Capital, LTD Loan and Security Agreement |
| | 99.1 | Press Release – December 18, 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.
| | FIRST CHOICE HEALTHCARE SOLUTIONS, INC. |
| | (Registrant) |
| | |
| Date: December 18, 2015 | |
| | /s/ Chris Romandetti |
| | Name: Chris Romandetti |
| | Chief Executive Officer |
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