First Choice Healthcare Solutions Announces Business Combination Agreement

What Happened

• On July 22, 2026 (reported on Form 8-K July 28, 2026), First Choice Healthcare Solutions, Inc. (FCHS) entered a Business Combination Agreement with Westin Acquisition Corp. (the SPAC “Parent”) and First Choice Acquisition Corp. (Merger Sub).
• Under the deal, Parent will domesticate from the Cayman Islands to Nevada and rename to Wellgevity 360, Inc. (the “PubCo”) one business day before closing; immediately after that, Merger Sub will merge into FCHS and FCHS will become a wholly owned subsidiary of PubCo.
• The transaction values FCHS at up to approximately $650 million equity value. Consideration to FCHS securityholders will be paid in shares of PubCo common stock (the aggregate number determined by the Equity Value divided by the Redemption Price). Concurrently, FCHS agreed to acquire the Pointe Med Entities, expected to close substantially at the same time.

Key Details

• Deal date: Business Combination Agreement executed July 22, 2026; Form 8-K filed July 28, 2026.
• Valuation: Equity value of up to ~ $650 million.
• PIPE: Investors committed to buy PubCo preferred stock with $12.5M stated value for $10M cash (PIPE Investment).
• Timing/conditions: Closing requires Form S-4 effectiveness, shareholder approvals and exchange listing approval; outside date March 31, 2027 (extendable to April 30, 2027 in limited circumstances).

Why It Matters

• This is effectively a SPAC-backed business combination that would take FCHS public as a subsidiary of the renamed PubCo (Wellgevity 360, Inc.), providing liquidity and a market listing for FCHS equity via share issuance rather than cash.
• The $650M equity valuation and the $10M PIPE establish financing and implied market expectations; shareholders will receive PubCo shares per the agreement formula (Equity Value / Redemption Price).
• The deal is subject to typical closing conditions—SEC clearance of the registration statement (Form S-4), shareholder votes, regulatory approvals and certain operational covenants—so investors should watch the S-4 filing, shareholder meeting notices, and any material regulatory or DEA communications that could affect closing.