Item 1.01 Entry into a Material Definitive Agreement
First Choice Healthcare Solutions, Inc. (the
“
Company
”), a diversified holding company focused on delivering clinically superior, patient centric, multi-specialty
care through state-of-the-art medical centers of excellence, has announced that its wholly-owned subsidiary CCSC Holdings, Inc.,
a Florida corporation (“
CCSC
”) has entered into two separate agreements as set forth below.
Membership Interest Purchase Agreement
On January 31, 2018, CCSC entered into a Membership
Interest Purchase Agreement (the “
Purchase Agreement
”) with HMA Blue Chip Investments, LLC (“
Blue Chip
”).
A copy of the Purchase Agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Pursuant to the terms of the Purchase Agreement,
CCSC will acquire from Blue Chip 24.05 Class B Units of membership interest in the Center for cash consideration of $400,000 (the
“
Transaction
”), representing a 25% ownership interest in the Center. As a result of the Transaction, CCSC will
have a 65% ownership interest in the Center.
The Purchase Agreement contains customary representations
and warranties made by each of CCSC and Blue Chip. Each of CCSC and Blue Chip has agreed to indemnify the other and certain
other indemnified persons from any and all losses incurred by such indemnified persons arising from, among other things, any breach
of the representations, warranties or covenants set forth in the Purchase Agreement on the terms and subject to the limitations
set forth in the Purchase Agreement.
In addition, pursuant to the terms of
the Purchase Agreement, upon completion of the Closing thereunder, the managers of the Center appointed by Blue Chip pursuant to
that certain Second Amended and Restated Operating Agreement of the Center, dated October 1, 2015 will resign from their respective
positions.
Termination and Assignment Agreement
On January 31, 2018, CCSC entered into a Termination
and Assignment Agreement (the “
Termination Agreement
”) with Crane Creek Surgical Partners, LLC (the “
Center
”)
and BCS-Management, LLC (“
BCS
”). A copy of the Termination Agreement is furnished as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated by reference herein.
Pursuant to the terms of the Termination Agreement,
the Center and BCS will terminate their respective rights and obligations under that certain Amended and Restated Management Services
Agreement dated as of September 1, 2013 (the “
Management Agreement
”). Each of the Center and BCS has agreed
to release the other and certain other persons from any and all claims arising out of or relating to the Management Agreement,
except for claims arising out of the Termination Agreement and claims made by third parties against either party.
In addition, pursuant to the terms of the Termination Agreement, BCS will assign, grant, convey and transfer
to CCSC all of BCS’s right, title and interest in and to the Management Agreement, including but not limited to the right
to accept management fees as set forth in the Management Agreement, and CCSC will assume all of BCS’s duties and obligations
under the Management Agreement. Until March 31, 2018, BCS will provide the Center business office, financial, accounting and other
related services necessary to assist the transition of the operation of the Center to CCSC.
