First Choice Healthcare Solutions Files S-1/A Amendment

TL;DR

FCCH updated its S-1/A filing on 12/30/24. Keep an eye on this one.

AI Summary

First Choice Healthcare Solutions, Inc. filed an S-1/A amendment on December 30, 2024, related to its registration statement. The company, formerly known as Medical Billing Assistance, Inc., operates in the medical laboratories sector. This filing is an update to their ongoing registration process.

Why It Matters

This S-1/A filing indicates an active effort by First Choice Healthcare Solutions to update its registration, which could signal upcoming corporate actions or financial reporting changes relevant to investors.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate events, and the specific details within this amendment require further analysis to fully assess risk.

Key Numbers

• 20241230 — Filing Date (Date of the S-1/A amendment)
• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year)

Key Players & Entities

• First Choice Healthcare Solutions, Inc. (company) — Filer
• Medical Billing Assistance, Inc. (company) — Former company name
• 0001416876 (company) — Central Index Key
• 333-279357 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $5.00 — on an assumed public offering price of $5.00 per common unit, for gross proceeds of
• $10.0 million — r gross proceeds of up to approximately $10.0 million before deduction of placement agent com
• $0 — price per common unit including, minus $0.01, and the remaining exercise price of
• $0.01 — e of each pre-funded warrant will equal $0.01 per share. The pre-funded warrants will
• $0.25 — h warrants, subject to a floor price of $0.25. See " Description of Capital Stock " f
• $5 — ir shares at a fixed price per share of $5.00, which is the per share price of the
• $817,207 — pany posted net losses of approximately $817,207 and $3,051,015 and corresponding cash f
• $3,051,015 — et losses of approximately $817,207 and $3,051,015 and corresponding cash flows from opera
• $1,318,976 — esponding cash flows from operations of $1,318,976 and outflows of $2,904,472, respectivel
• $2,904,472 — perations of $1,318,976 and outflows of $2,904,472, respectively. For the nine months ende
• $3,884,911 — pany posted net losses of approximately $3,884,911 and $7,703,815 and corresponding cash f
• $7,703,815 — losses of approximately $3,884,911 and $7,703,815 and corresponding cash flows from opera
• $685,385 — esponding cash flows from operations of $685,385 and outflows of $5,077,958, respectivel
• $5,077,958 — operations of $685,385 and outflows of $5,077,958, respectively. As of September 30, 2024
• $67,817,915 — e Company had an accumulated deficit of $67,817,915 and $63,465,591, respectively. For the

Filing Documents

• forms-1a.htm (S-1/A) — 3490KB
• ex3-2.htm (EX-3.2) — 55KB
• ex4-1.htm (EX-4.1) — 132KB
• ex4-2.htm (EX-4.2) — 160KB
• ex4-3.htm (EX-4.3) — 146KB
• ex10-8.htm (EX-10.8) — 447KB
• ex10-9.htm (EX-10.9) — 576KB
• ex23-1.htm (EX-23.1) — 6KB
• ex23-2.htm (EX-23.2) — 6KB
• ex99-1.htm (EX-99.1) — 4KB
• ex99-2.htm (EX-99.2) — 4KB
• ex99-3.htm (EX-99.3) — 4KB
• ex107.htm (EX-FILING FEES) — 36KB
• ex23-1_001.jpg (GRAPHIC) — 18KB
• ex23-2_001.jpg (GRAPHIC) — 9KB
• forms-1_001.jpg (GRAPHIC) — 22KB
• chart_001.jpg (GRAPHIC) — 15KB
• chart_002.jpg (GRAPHIC) — 55KB
• 0001493152-24-052365.txt ( ) — 12296KB
• fchs-20240930.xsd (EX-101.SCH) — 52KB
• fchs-20240930_cal.xml (EX-101.CAL) — 61KB
• fchs-20240930_def.xml (EX-101.DEF) — 257KB
• fchs-20240930_lab.xml (EX-101.LAB) — 403KB
• fchs-20240930_pre.xml (EX-101.PRE) — 329KB
• forms-1a_htm.xml (XML) — 1592KB

RISK FACTORS

RISK FACTORS 15 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 27

USE OF PROCEEDS

USE OF PROCEEDS 28 DIVIDEND POLICY 29 CAPITALIZATION 29

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 DESCRIPTION OF BUSINESS 43 MANAGEMENT 58

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 61

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 61 SHARES ELIGIBLE FOR FUTURE SALE 62 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 64

UNDERWRITING

UNDERWRITING 67 DETERMINATION OF OFFERING PRICE 71 INTERESTS OF NAMED EXPERTS AND COUNSEL 71 EXPERTS 71 LEGAL MATTERS 72 WHERE YOU CAN FIND ADDITIONAL INFORMATION 72 INDEX TO FINANCIAL STATEMENTS F-1 i You should rely only on the information contained in this prospectus or contained in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell and seeking offers to buy our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations, and prospects may have changed since such a date. Through and including, __________, 2025 all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United of this prospectus outside of the United States. See "Underwriting" on page 67. REGARDING INDU

Business

Business Overview First Choice Healthcare Solutions, Inc. ("FCHS," "the Company," "we," "our" or "us") is actively engaged in pivoting the Company's strategy away from our historic orthopedic business model to a strategy of developing a national chain of innovative primary care and wellness clinics focused on providing life improvement services (anti-aging, weight management, and hormone replacement) and pharmacy services, in key high growth markets throughout the U.S. Although we still provide rehabilitative services on a limited basis, such as Physical Therapy, concurrent with the completion of this offering we will terminate all of our remaining legacy orthopedic and Physical Therapy services and focus the company resources on our strategy of building and operating primary care and wellness clinics. Operating Subsidiaries We have operated as First Choice Healthcare Solutions, Inc., a Delaware corporation, since February 13, 2012. Our corporate address is 95 Bulldog Blvd., Suite, 202, Melbourne, Florida, 32901 and our phone number is 321-725-0090. Our corporate website address is www.myfchs.com. The information contained on our website is not incorporated by reference herein. We have historically operated our business through two wholly owned subsidiaries. FCID Medical, Inc. ("FCID Medical") is the subsidiary under which we own and operate First Choice Medical Group of Brevard, LLC, ("FCMG"), our original medical services practice. During the fiscal quarter ended September 30, 2024 and 2023, the Company posted net losses of approximately $817,207 and $3,051,015 and corresponding cash flows from operations of $1,318,976 and outflows of $2,904,472, respectively. For the nine months ended September 30, 2024 and September 30, 2023, the Company posted net losses of approximately $3,884,911 and $7,703,815 and corresponding cash flows from operations of $685,385 and outflows of $5,077,958, respectively. As of September 30, 2024 and September 30, 2023, the Company h

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