First Choice Healthcare Enters Agreement to Acquire Pointe Medical Services

What Happened

• First Choice Healthcare Solutions, Inc. (the Company) filed an 8-K on August 19, 2026 disclosing an Amended and Restated Stock Purchase Agreement dated July 22, 2026 with Gary C. Bernard, M.D. to buy all issued and outstanding equity of Pointe Medical Services, Pointe Med Pharmacy, Livewell MD, and the membership interests of Live Well Drugstore (d/b/a Trulife Pharmacy).
• The maximum purchase price is $21,306,000. The agreement is effective (a $200,000 upfront Purchase Price Advance was paid on signing in addition to a prior $100,000 advance), but the acquisition has not closed and is conditioned on several items, including the Company’s planned Business Combination with Westin Acquisition Corp. (PubCo) and effectiveness of a related SEC registration statement.

Key Details

• Total maximum Purchase Price: $21,306,000, composed of:
  • $7.0M cash at closing (reduced dollar-for-dollar by Purchase Price Advances; $300,000 advances already paid),
  • $3.0M deferred cash (non-interest bearing until default) evidenced by a promissory note,
  • ~$4.306M assumed indebtedness of the acquired companies,
  • $6.0M payable in PubCo common stock (Equity Consideration),
  • $1.0M contingent performance bonus (based on post-closing EBITDA).
• Live Well minority members will receive $2.5M in PubCo stock for their membership interests (this is part of the $21.306M total).
• Closing conditions include consummation (or substantially concurrent closing) of the Business Combination with Westin (PubCo), effectiveness of the Form F-4 registration statement, and availability/consummation of financing including an equity line of credit facility (ELOC) contemplated to provide up to $100M to PubCo.
• Termination: either party may terminate if the acquisition hasn’t closed within 120 days after July 22, 2026 (subject to extensions tied to the registration statement, but no later than 180 days). Indemnity limits generally: 1% deductible and 10% cap of Purchase Price (with exceptions for fraud and certain fundamental matters). Seller has non-compete/non-solicit covenants for up to three years.

Why It Matters

• This is a material acquisition that would expand First Choice’s operations through the addition of multiple Florida healthcare and pharmacy businesses. The deal mixes cash, assumed debt and equity tied to PubCo (the post–Business Combination public holding company), so the transaction’s completion depends on the success and timing of the Company’s separate Business Combination with Westin and related financings.
• For investors, the outcome affects First Choice’s near-term cash needs (closing cash and deferred payment), balance sheet (assumed indebtedness of ~$4.3M), and potential dilution from up to $6M in equity consideration (plus make-good shares if equity value falls short). The acquisition is not final and remains subject to multiple closing conditions and customary post-closing indemnities and covenants.