Registration
No. 333-279357
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
(Amendment No. 12)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST
CHOICE HEALTHCARE SOLUTIONS, INC.
(Exact
Name of Registrant as specified in its charter)
| Delaware |
|
8741 |
|
90-0687379 |
(State
or other Jurisdiction of
Incorporation or Organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
95
Bulldog Blvd, Suite
202
Melbourne,
Florida 32901-1932
(321)
725-0090
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lance
Friedman
Chief
Executive Officer
First
Choice Healthcare Solutions, Inc.
95
Bulldog Blvd, Suite
202
Melbourne,
Florida
32901
(321)
725-0090
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
| Arthur
S. Marcus, Esq. |
Thomas J. Poletti, Esq. |
| Sichenzia
Ross Ference Carmel LLP |
Manatt, Phelps & Phillips LLP |
| 1185
Avenue of the Americas, 31 Fl. |
695 Town Center Drive, 14th
Floor |
| New
York, NY 10036 |
Costa Mesa, CA 92626 |
| (212)
930-9700 |
(714) 371-2500 |
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by a check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
Accelerated Filer ☐ |
Accelerated
Filer ☐ |
| Non-Accelerated
Filer ☒ |
Smaller
Reporting Company ☒ |
| |
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 to Section 7(a)(2)(B) ☐
EXPLANATORY
NOTE
The
IPO Prospectus and the Resale Prospectus will be identical in all respects except for the alternate pages for the Resale Prospectus included
herein which are labeled “Alternate Pages for Resale Prospectus.”
The
Resale Prospectus is substantively identical to the IPO Prospectus, except for the following principal points:
| ● |
they
contain different outside and inside front covers; |
| |
|
| ● |
they
contain different offering sections in the Prospectus Summary section; |
| |
|
| ● |
they
contain different Use of Proceeds sections; |
| |
|
| ● |
the
Capitalization section is deleted from the Resale Prospectus; |
| |
|
| ● |
the
Dilution section is deleted from the Resale Prospectus; |
| |
|
| ● |
A
Selling Stockholder section is included in the Resale Prospectus; |
| |
|
| ● |
the
Underwriting section from the IPO Prospectus is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its
place; and |
| |
|
| ● |
the
Legal Matters section in the Resale Prospectus deletes the reference to counsel for the underwriters. |
We
have included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences
of the Resale Prospectus as compared to the IPO Prospectus.
While
the selling stockholders have expressed an intent not to sell the common stock registered pursuant to the Resale Prospectus prior to
the closing of or concurrently with the initial public offering, the sales of our securities registered in the IPO Prospectus and the
common stock registered in our Resale Prospectus may result in two offerings taking place sequentially or concurrently, which could affect
the price and liquidity of, and demand for, our common stock. This risk and other risks are included in “Risk Factors” beginning
on page 17 of the IPO Prospectus.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY
NOTE
This Amendment to the
Registration Statement on Form S-1 (File No. 333-279357) is filed solely to amend Item 16 of Part II thereof in order to update certain
exhibits thereto. This Amendment does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary
prospectus has been omitted.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1*** |
|
Form of Underwriting Agreement |
| |
|
|
| 3.1*** |
|
Certificate
of Incorporation of First Choice Healthcare Solutions, Inc. (incorporated by reference to Annex B to the Company’s Information
Statement on Schedule 14C, filed with the SEC on March 14, 2012) |
| |
|
|
3.2*** |
|
Certificate
of Amendment to Certificate of Incorporation of First Choice Healthcare Solutions, Inc. (incorporated by reference to Exhibit 3.2
to the Company’s Registration Statement on Form S-1 filed with the SEC on July 2, 2025) |
| |
|
|
| 3.3*** |
|
Certificate
of Designation for Series A Super Voting Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Company’s
Current Report on Form 10-K, filed with the SEC on April 15, 2025) |
| |
|
|
| 3.4*** |
|
Certificate
of Designation for Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Current
Report on Form 10-K, filed with the SEC on April 15, 2025) |
| |
|
|
| 3.5*** |
|
Certificate
of Designation for Series C Preferred Stock of the Company (incorporated by reference to
Exhibit 3.2 of the Company’s Registration Statement on Form S-1; No. 333-279357, as
amended, originally filed with the Securities and Exchange Commission on May 13, 2024) |
| |
|
|
| 3.6*** |
|
By-laws
of the Company (incorporated by reference to Annex C to the Company’s Information Statement on Schedule 14C, filed with the
SEC on March 14, 2012) |
| |
|
|
| 3.7*** |
|
Form
of Certificate of Designations of Series D Convertible Preferred Stock (incorporated by reference
to Exhibit 3.7 to the Company’s Registration Statement on Form S-1 filed with the SEC
on July 2, 2025) |
| |
|
|
| 4.1*** |
|
Form
of Series D Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form S-1 filed with the SEC on July 2, 2025) |
| |
|
|
| 5.1* |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| |
|
|
| 10.1*** |
|
Share
Exchange Agreement dated December 29, 2010, by and between the Company, FCID Medical, Inc., and FCID Holdings, Inc. (incorporated
by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2011) |
| |
|
|
| 10.2*** |
|
Loan
and Security Agreement dated as of June 13, 2013, by and between C.T. Capital Ltd and First Choice Medical Group of Brevard, LLC
(incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014) |
| |
|
|
| 10.3*** |
|
Asset
Purchase Agreement dated January 25, 2024 by and between the Company and Leading Primary
Care, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report
on Form 10-K, filed with the SEC on May 13, 2024)
|
| |
|
|
| 10.4*** |
|
Stock
Purchase Agreement dated July 20, 2023 by and between the Company and Gary C. Bernard, as amended by addendum dated May 5, 2024 (incorporated
by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on May 13, 2024) |
| |
|
|
| 10.5+*** |
|
Employment
agreement dated June 6, 2022 between the Company and Lance Friedman, as amended by the addendum dated March 1, 2024 (incorporated
by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on May 13, 2024) |
| |
|
|
| 10.6+*** |
|
Employment
agreement dated June 10, 2025 between the Company and Bradley D. Case (incorporated by reference
to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the
SEC on July 2, 2025) |
| |
|
|
| 10.8*** |
|
Form
of Subscription Agreement between the Company and selling stockholders (incorporated by reference to Exhibit 10.8 to the Company’s
Registration Statement on Form S-1 filed with the SEC on March 11, 2025) |
| |
|
|
| 10.9*** |
|
Warrant
issued to Puritan Partners LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1
filed with the SEC on March 11, 2025) |
|
|
|
| 10.10*** |
|
Form
of Warrant issued to Roderic Prat (incorporated by reference to Exhibit 10.10 to the Company’s
Registration Statement on Form S-1 filed with the SEC on March 11, 2025) |
| |
|
|
| 10.11*** |
|
Triple-net master lease agreement dated March 31, 2016 and termination order dated October 18, 2021 passed by the eighteenth judicial circuit court in Brevard County, Florida |
| |
|
|
| 10.12*** |
|
Form of Security Purchase Agreement for 10% OID Senior Secured Convertible Notes |
| |
|
|
| 10.13*** |
|
Form of Security Purchase Agreement for 35% OID Super Priority Senior Secured Convertible Notes |
| |
|
|
| 10.14*** |
|
Form of Security Purchase Agreement for 20% OID Unsecured Convertible Notes |
| |
|
|
| 21*** |
|
List
of Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K, filed
with the SEC on April 15, 2025) |
| |
|
|
| 23.1*** |
|
Consent of Bush & Associates CPA LLC relating to financial information of First Choice Healthcare Solutions, Inc. |
| |
|
|
| 23.2*** |
|
Consent of Bush & Associates CPA LLC relating to financial information of Pointe Medical Live Well group |
| |
|
|
| 23.3* |
|
Consent of Sichenzia Ross Ference Carmel LLP (contained in its form of opinion filed as Exhibit 5.1 hereto) |
| |
|
|
| 24.1*** |
|
Power of Attorney (as seen on signature page herein) |
| |
|
|
| 99.1*** |
|
Consent of Director Nominee (Gary E. Stein) |
| |
|
|
| 99.2*** |
|
Consent of Director Nominee (Mara Jacobs) |
| |
|
|
| 99.3*** |
|
Consent of Director Nominee (James Hennig) |
| |
|
|
| 99.4*** |
|
Consent of Director Nominee and Executive Officer (Joseph Clemente) |
| |
|
|
| 107*** |
|
Filing Fee Table |
*
Filed herewith
***
Previously Filed
+
Indicates management contract or compensatory plan
Item
17. Undertakings
| |
(a) |
The
undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser. |
| |
|
|
| |
(b) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. |
| |
|
|
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(c) |
The
undersigned registrant hereby undertakes that: |
| |
(1) |
For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
| |
|
|
| |
(2) |
For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(3) |
For
the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| |
|
|
| |
(4) |
For
the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
an undersigned registrant; |
| |
|
|
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Jacksonville, State of Florida on the 13th
day of February 2026.
| |
FIRST
CHOICE HEALTHCARE SOLUTIONS, INC.
(Registrant) |
| |
|
|
| |
By: |
/s/
Lance Friedman |
| |
Name: |
Lance
Friedman |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lance Friedman (with full power
to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration
statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission
or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Lance Friedman |
|
Chief
Executive Officer (Principal Executive Officer) |
|
February 13, 2026 |
| Lance Friedman |
|
|
|
|
| |
|
|
|
|
| /s/
Lance Friedman |
|
Principal
Accounting Officer |
|
February 13, 2026 |
| Lance
Friedman |
|
|
|
|
Exhibit
5.1
February
13, 2026
First
Choice Healthcare Solutions, Inc.
95
Bulldog Blvd, Suite 202
Melbourne,
Florida 32901-1932
RE:
First Choice Healthcare Solutions, Inc. - Registration Statement on Form S-1 (File No. 333-279357)
Ladies
and Gentlemen:
We
have acted as counsel to First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), in connection
with the preparation of the Company’s registration statement on Form S-1 (the “Registration Statement”), under
the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) and, as thereafter amended or supplemented (the “Registration Statement”).
This
Registration Statement contains two forms of prospectuses (collectively, the “Prospectuses”):
| (i) |
The
initial public offering prospectus (the “IPO Prospectus”) to be used in connection with the initial public offering
of an aggregate of 3,800,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share
(the “Offered Preferred Stock”) and warrants (the “Warrants”) to purchase up to 3,800,000
shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share. Each share of the Offered Preferred
Stock we sell in this offering will be accompanied by one Warrant to purchase one share of Series D Convertible Preferred Stock.
The IPO Prospectus also relates to: (a) up to 3,800,000 shares of common stock issuable upon the conversion of the Offered
Preferred Stock (the “Conversion Shares”), (b) up to 1,710,000 shares of common stock representing payment
of dividends accrued on the Offered Preferred Stock in shares of common stock upon conversion of the Offered Preferred Stock (the
“Dividend Shares”), (c) up to 3,800,000 shares of Series D Convertible Preferred Stock issuable upon exercise
of the Warrants (such shares of Series D Convertible Preferred Stock, the “Warrant Preferred Stock”), (d) up to
3,800,000 shares of common stock issuable from time to time upon the conversion of the Warrant Preferred Stock (the “Warrant
Conversion Shares”), (e) up to 1,710,000 shares of common stock representing payment of dividends accrued on the
Warrant Preferred Stock in shares of common stock upon conversion of the Warrant Preferred Stock (the “Warrant Dividend
Shares”), and (f) up to 190,000 additional shares of common stock issuable from time to time upon conversion of
the Series D Convertible Preferred Stock sold hereunder if the conversion price is lower than the initial conversion price of $5
per share (the “Additional Conversion Shares”). |
| |
|
| (ii) |
The
resale prospectus (the “Resale Prospectus”) to be used in connection with the potential resale by selling stockholders
of up to 2,948,896 shares of common stock (the “Resale Shares”) which includes 51,114 shares of common
stock issuable upon the exercise of certain outstanding warrants. |
The
Conversion Shares, the Dividend Shares, the Warrant Conversion Shares, the Warrant Dividend Shares and the Additional Conversion Shares
are referred to as “IPO Common Shares.” The Offered Preferred Stock, the Warrant Preferred Stock are referred to as
“Series D Preferred Shares.” The securities issued under the IPO Prospectus and the Resale Prospectus are collectively
referred to as the “Securities.”
In
connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the
Company’s Certificate of Incorporation as currently in effect, (ii) the Company’s Bylaws as currently in effect, (iii) the
Registration Statement and the Prospectuses, (iv) the form of Underwriting Agreement, (v) the form of Certificate of Designation of Series
D Convertible Preferred Stock, (vi) the form of Warrant, and (viii) such corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
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In
such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed
or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this
opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought
to independently verify such facts.
Based
on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:
| 1. | When
the Underwriting Agreement has been duly executed and delivered by the respective parties
thereto, the Certificate of Designations has been duly executed and filed with the Secretary
of State of the State of Delaware, and the Series D Preferred Shares have been issued and
delivered in accordance with the Underwriting Agreement and the Certificate of Designations
against payment in full of the consideration payable therefor as determined by the Board
or a duly authorized committee thereof and as contemplated by the Underwriting Agreement
and the Certificate of Designations, the Series D Preferred Shares will be validly issued,
fully paid and non-assessable. |
| 2. | When
the Underwriting Agreement has been duly executed and delivered by the respective parties
thereto and the Warrants have been issued and delivered in accordance with the Underwriting
Agreement against payment in full of the consideration payable therefor as determined by
the Board or a duly authorized committee thereof and as contemplated by the Underwriting
Agreement, the Warrants will constitute valid and legally binding obligations of the Company. |
| 3. | When
the Underwriting Agreement has been duly executed and delivered by the respective parties
thereto, the Certificate of Designations has been duly executed and filed with the Secretary
of State of the State of Delaware, and the IPO Common Shares have been issued and delivered
in accordance with the Certificate of Designations, the IPO Common Shares will be validly
issued, fully paid and non-assessable. |
| 4. | When
the offering under the IPO Prospectus is completed and the Resale Shares have been issued
to the selling stockholders and delivered to the selling stockholders, the Resale will be
validly issued, fully paid and non-assessable. |
The
opinion expressed herein is limited to the Delaware General Corporation Law and, with respect to the enforceability of the Warrants,
the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any
other jurisdiction.
We
assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent
to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal
Matters” in the Prospectuses which are a part of the Registration Statement. In giving such consents, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
| |
Very
truly yours, |
| |
|
| |
/s/
Sichenzia Ross Ference Carmel LLP |
| |
|
| |
Sichenzia
Ross Ference Carmel LLP |
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY 10036
T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW