Current Report Filing (8-k)
April 19 2019 - 3:04PM
Edgar (US Regulatory)
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)
April 18, 2019
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FIRST
CHOICE HEALTHCARE SOLUTIONS, INC.
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(Exact name of registrant as specified in
its charter)
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Delaware
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000-53012
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90-0687379
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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709 S. Harbor Blvd., Suite 250, Melbourne, FL
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32901
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory
Arrangements of Certain Officers.
By letter dated April 17, 2019, and
received by the Company on April 18, 2019. Dr. Thomas Gill, a member of the Board of Directors (the “Board”) of
the Company, notified the Company of his intention to resign from the Board, effective immediately. Although, Dr. Gill did not advise the Company
of any disagreement with the Company on any matter relating to its operations, policies or practices. The Amendment
No. 2 of Schedule 13d filed on April 19, 2019 by Steward Physician Contracting Inc. indicated Dr. Gill resigned due to a
disagreement between Steward and First Choice Healthcare Solutions (“Company’) regarding the Stock Purchase
Agreement dated February 6, 2018 between the Company and Steward Health Care Systems LLC.
Dr. Gill was a designated director of Steward
Healthcare Systems, LLC (“Steward”) in accordance with the Stock Purchase Agreement dated February 6, 2018, by which
Steward purchased 5,000,000 shares of the Company’s common stock, par value $0.001 per share, for the consideration of $7,500,000.
Steward is entitled to designate two individuals to serve as members of a five-member Board of the Company.
Effective April 18, 2019, the Board accepted Dr. Gill’s
resignation as a member of the Board.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit No.
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Description
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17.1
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Resignation Letter
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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.
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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
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(Registrant)
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Date: April 19, 2019
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/s/ Phillip J. Keller
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Name: Phillip J. Keller
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Interim Chief Executive Officer
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3
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