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# A Deal Three Years in the Making — and It Still Can't Close
- URL: https://www.pennystocks.news/fchs-a-deal-three-years-in-the-making-and-it-still-can-t-clo/
- Published: 2026-08-19T14:05:00.000Z
- Updated: 2026-08-24T16:45:16.000Z
- Description: First Choice Healthcare Solutions has rewritten its agreement to buy four Florida medical and pharmacy businesses. Cash, shares and regulatory approval all have to line up first.
- Author: PennyStocksNews Team
- Tags: otc, ticker-fchs

The agreement to buy four Florida medical and pharmacy businesses from Gary C. Bernard, M.D., was first signed in July 2023\. First Choice Healthcare Solutions has now rewritten it entirely — and the deal still cannot close.

First Choice Healthcare Solutions, Inc. OTC: FCHS 

On July 22, 2026, First Choice entered into an amended and restated stock purchase agreement to acquire all of the equity in Pointe Medical Services, Pointe Med Pharmacy, Livewell MD, and Live Well Drugstore, which operates as Trulife Pharmacy. The filing, made with the SEC on August 19, states that the maximum purchase price is **about $21 million**.

The price breaks into several pieces. At closing, First Choice would pay **$7.0 million in cash** — reduced by the **$300,000 in advances** already sent to Bernard before the agreement was signed. A further **$3.0 million in cash** follows within roughly 45 to 90 days of closing, evidenced by a promissory note that is non-interest bearing unless First Choice defaults. Bernard's existing business debt of **about $4.3 million** stays on the books of the acquired companies and becomes First Choice's responsibility. The remaining **$6.0 million** comes in shares of the new holding company rather than cash. A further **$1.0 million** is contingent on post-acquisition operating performance and may never be paid.

That holding company does not yet exist, and that is the central problem. The acquisition is conditioned on First Choice first completing a separate merger with Westin Acquisition Corp., a Cayman Islands special-purpose company that will re-incorporate in Nevada and rename itself Wellgevity 360\. Under that structure, First Choice becomes a wholly owned subsidiary of Wellgevity 360, and Wellgevity 360's shares are what Bernard receives as part of his payment. None of that can happen until the SEC declares the related registration statement effective.

The cash itself also depends on deals not yet in place. The agreement requires that an equity credit line of **up to $100 million** — which Wellgevity 360 is expected to establish — be available in amounts sufficient to fund the closing payment. The filing states plainly that there is no assurance the conditions will be satisfied.

If the acquisition has not closed within **120 days** of July 22, 2026, either party may walk away, according to the filing. That window extends automatically if the registration statement is still under SEC review at the deadline, but not beyond 180 days from the same date. First Choice has already paid Bernard $300,000 of non-refundable advances; the filing notes that money is only refundable if Bernard himself fails to deliver.

The deal requires Bernard to obtain all of the membership interests in Live Well Drugstore from minority holders before closing, then immediately transfer the whole business to First Choice. As of the filing date, the company said each minority holder had already signed on.

What a shareholder holds today is stock in a company that has agreed to merge with a SPAC, simultaneously agreed to buy four businesses using the SPAC's not-yet-issued shares, and needs a nine-figure credit line it has not yet drawn on to pay the cash portion of the bill. The 120-day clock is running.