First Choice Healthcare Solutions signed a Business Combination Agreement with Westin Acquisition to go public via a de-SPAC at an equity value of up to $650 million, with consideration paid in PubCo stock after Westin domesticates to Nevada as Wellgevity 360. The company also secured a $10 million PIPE in preferred stock (with $12.5 million stated value) to fund the combined platform. Concurrently, First Choice agreed to acquire Pointe Medical Services, Point Medical Pharmacy, and Live Well Drugstore entities at or near closing, while sponsors and key holders entered support, lock-up, and registration rights arrangements to enhance closing certainty and post-merger liquidity.

Agreement 1: First Choice Healthcare Solutions to Combine With Westin Acquisition in $650 Million Stock Deal

  • Agreement type: Business Combination Agreement (de-SPAC merger)
  • Counterparty: Westin Acquisition
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: Until Closing
  • Reason: Access public capital and scale functional health platform

Agreement 2: First Choice Healthcare Solutions Lines Up $10 Million PIPE in Preferred Stock

  • Agreement type: PIPE subscription agreements for preferred stock financing
  • Counterparty: PIPE Investors
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: At will
  • Reason: Augment capital for growth and transaction costs

Agreement 3: First Choice Healthcare Solutions to Acquire Pointe Med Entities Concurrent With SPAC Merger

  • Agreement type: Equity purchase agreements for multiple healthcare businesses
  • Counterparty: Pointe Medical Services; Point Medical Pharmacy; Live Well Drugstore
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: Until Closing
  • Reason: Broaden services and accelerate platform expansion

Agreement 4: First Choice, Westin Sponsor Enter Support Pact to Back De-SPAC Transaction

  • Agreement type: Parent Support Agreement
  • Counterparty: Westin Sponsor and other shareholders
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: Until Closing
  • Reason: Secure votes and mitigate deal execution risk

Agreement 5: First Choice Holders Sign Support Agreement for Business Combination

  • Agreement type: Company Support Agreement
  • Counterparty: Certain Company shareholders
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: Until Closing
  • Reason: Facilitate shareholder approval and closing

Agreement 6: Lock-Up to Restrict Insider Sales Following First Choice–Westin Closing

  • Agreement type: Lock-Up Agreement
  • Counterparty: Sponsor, officers, directors and 5%+ holders
  • Duration / Termination: Post-closing lock-up period
  • Reason: Promote trading stability after de-SPAC

Agreement 7: Amended Registration Rights to Register Founder, SPAC and Merger Shares Post-Closing

  • Agreement type: Amended and Restated Registration Rights Agreement
  • Counterparty: Wellgevity 360, sponsor, SPAC holders and company holders
  • Signed / Effective: Jul 22 2026 / N/A
  • Duration / Termination: Until no registrable securities remain
  • Reason: Provide resale liquidity for key holders

Original SEC Filing:

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.