FCHS First Choice Healthcare Solutions Inc (PK)

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) January 30, 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 January 30, 2015, First Choice Healthcare Solutions, Inc. (the “Company”) and Hillair Capital Investments L.P. (“Hillair”) entered into an Extension Agreement (“Extension”) amending the 8% Original Issue Discount Secured Convertible Debenture due November 1, 2015, in order to extend the Periodic Redemption due February 1, 2015, in the principal amount of $580,000 (the “February Periodic Redemption”) to April 1, 2015.

 

In consideration of the Extension, the Company issued to Hillair 100,000 shares of its Common Stock and remitted a payment of $30,000. The Extension also provides that for an additional $20,000 payment (provided written notice and payment are made prior to March 15, 2015), the Company may request that the February Periodic Redemption be extended to May 1, 2015.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits: The following Exhibits are filed as part of this Current Report on Form 8-K.

 

Exhibit No.

Description

 

10.1

Extension Agreement, dated January 30, 2015 relating to the Periodic Redemption due February 1, 2015 pursuant to the 8% Original Discount Secured Convertible Debenture due November 1, 2015 issued by the Company to Hillair Capital Investments, L.P.

 

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: February 5, 2015
	/s/ Chris Romandetti
	Name:  Chris Romandetti
	Chief Executive Officer

 

 

Exhibit 10.1

First Choice Healthcare Solutions, Inc

709 S. Harbor City Blvd., Suite 250

Melbourne, Florida 32901

Phone: 321-725-009 Fax: 321-723-3996

 

 

January 30, 2015

 

Hillair Capital Investments L.P.

c/o Hillair Capital Management, LLC

345 Lorton Avenue

Suite 303

Burlingame, CA 94010

Attn: Neal Kaufman

 

Re:

Extension of Amortization Payment

 

Dear Mr. Kaufman:

 

Reference is made to that certain 8% Original Issue Discount Secured Convertible Debenture due December 28, 2013 (although subsequently extended to November 1, 2015) the “Debenture”) issued by First Choice Healthcare Solutions, Inc. (the “Company”) to Hillair Capital Investments L.P. (“Hillair”). Pursuant to Section 6(b) of the Debenture, the Company is obligated to redeem $580,000 principal amount of the Debenture plus interest on or before February 1, 2015 (“February Periodic Redemption”). In consideration for 100,000 shares of Common Stock (as defined in the Debenture) and cash in the amount of $30,000, the Company hereby requests that the February Periodic Redemption date be extended to April 1, 2015. For an additional $20,000 cash (provided written notice and payment are made prior to March 15, 2015), the Company requests that the February Periodic Redemption date be extended to May 1, 2015. The Periodic Redemption Amount and Periodic Redemption Date (both as defined in the Debenture) shall not be modified or extended hereunder and shall be due and payable on the respective dates and amounts set forth in the Debenture (it being understood if the Company exercises all of its extension rights hereunder, the principal amount owing on May 1, 2015 shall be $1,160,000 plus interest). The shares of Common Stock issuable hereunder shall have the same rights as the Conversion Shares issuable pursuant to the Debenture (including those right under the Securities Purchase Agreement). The shares issuable hereunder and the initial cash payment shall be made to Hillair on or prior to February 1, 2015. Except as set forth herein, all terms and conditions of the Debenture and any other documents entered into in connection therewith shall remain unchanged and in full force and effect.

 

	Sincerely,
	FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
	By: /s/ Christian C. Romandetti
	Name: Christian C. Romandetti
	Title: President and CEO

 

Accepted and Agreed to:

 

HILLAIR CAPITAL INVESTMENTS L.P.

 

By: /s/ Scott Kaufman

Name: Scott Kaufman

Title: Managing Partner