Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Stock Purchase Agreement

On July 22, 2026, First Choice Healthcare Solutions, Inc., a Delaware corporation (the "Company"), entered into an Amended and Restated Stock Purchase Agreement (the "Stock Purchase Agreement") with Gary C. Bernard, M.D. ("Seller"). The Stock Purchase Agreement amends and restates in its entirety that certain Stock Purchase Agreement, dated as of July 20, 2023, between the Company and Seller, as amended by that certain Addendum dated May 5, 2024.

Subject to the terms and conditions of the Stock Purchase Agreement, at the closing thereunder (the "Acquisition Closing") the Company will purchase from Seller all of the issued and outstanding capital stock of Pointe Medical Services, Inc., Pointe Med Pharmacy, Inc. and Livewell MD, Inc., each a Florida corporation, and all of the issued and outstanding membership interests of Live Well Drugstore, LLC, d/b/a Trulife Pharmacy, a Florida limited liability company (collectively, the "Acquired Companies," and such capital stock and membership interests, the "Purchased Securities"). Seller owns all of the outstanding capital stock of Pointe Medical Services, Inc., Pointe Med Pharmacy, Inc. and Livewell MD, Inc. and a portion of the membership interests of Live Well Drugstore, LLC, with the balance held by the other members thereof (the "Live Well Minority Members"). Contemporaneously with the Acquisition Closing, Seller will acquire the membership interests of Live Well Drugstore, LLC held by the Live Well Minority Members pursuant to a separate purchase and sale arrangement, such that immediately following that acquisition Seller will own all of the membership interests of Live Well Drugstore, LLC and those interests will be included in the Purchased Securities sold to the Company.

Payment by the Company of the $200,000 Purchase Price Advance described below immediately upon execution of the Stock Purchase Agreement was a condition to the effectiveness of the Stock Purchase Agreement. That payment has been made and the Stock Purchase Agreement is effective.

Relationship to the Previously Disclosed Business Combination

As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 28, 2026, the Company entered into a Business Combination Agreement, dated as of July 22, 2026, with Westin Acquisition Corp. ("Westin") and First Choice Acquisition Corp. (the "Business Combination Agreement"). Under the Business Combination Agreement, Westin will domesticate as a Nevada corporation and continue as the publicly traded holding company referred to in the Stock Purchase Agreement as "PubCo," and the Company will become a wholly owned subsidiary of PubCo (the "Business Combination").

The Stock Purchase Agreement is a separate acquisition agreement and is not an amendment to, or part of, the Business Combination Agreement. The transactions are related in that (i) $6.0 million of the Purchase Price (as defined below) is payable in shares of PubCo common stock, which PubCo is to issue and register pursuant to a joinder to be executed and delivered by PubCo at or prior to the Acquisition Closing, (ii) the Acquisition Closing is conditioned upon the consummation of the Business Combination (or its substantially concurrent consummation), the effectiveness of the registration statement to be filed with the SEC in connection with the Business Combination (the "Registration Statement") and the availability or consummation of the financings contemplated by the Business Combination Agreement, and (iii) the Acquisition Closing is expected to occur contemporaneously with the closing of the Business Combination. Neither the Business Combination nor the acquisition contemplated by the Stock Purchase Agreement has been consummated.