UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 12~~November 7, 2016

Foundation Healthcare, Inc.

(Exact name of registrant as specified in charter)

Oklahoma

001-34171

20-0180812

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

13900 N. Portland Avenue, Suite 200

Oklahoma City, Oklahoma 73134

(Address of Principal Executive Offices) (Zip Code)

(405) 608-1700

(Registrant’s telephone number, including area code)

(Former name or 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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Appointment ~~2.01~~of ~~Completion~~Justin ofBynum ~~Acquisition~~as orChief ~~Disposition~~Financial ofOfficer ~~Assets.~~

OnJustin ~~October 12~~Bynum, ~~2016~~37, ~~we entered~~was ~~into~~named ~~the~~our ~~Purchase~~Chief ~~Agreement~~Financial ~~among~~Officer ~~Foundation~~and ~~Healthcare,~~our ~~Inc.~~Principal ~~Foundation~~Financial ~~Surgery~~and ~~Affiliates~~Accounting ~~LLC~~Officer ~~Foundation~~on ~~Surgery~~November ~~Management~~7, ~~LLC and Healthcrest Surgical Partners, LLC (“Healthcrest”)~~2016. Mr. ~~Pursuant~~Bynum tojoined the ~~Purchase~~Company ~~Agreement~~in weMay ~~agreed to,~~2016 and onworked ~~October 12,~~directly ~~2016,~~with ~~we sold the membership interests in~~ our ~~wholly-owned~~Chief ~~subsidiarr~~Executive ~~Foundation~~Officer ~~Surgery~~on ~~Holdings,~~strategic ~~LLC~~finance ~~(“FSH”)~~initiatives. From ~~and~~May ~~all~~2013 ofto ~~the~~April ~~capital~~2016, ~~stock~~Mr. inBynum ~~our~~served ~~wholly-owned~~as ~~subsidiary~~Vice ~~somniTech,~~President ~~Inc.~~and ~~along~~Chief ~~with~~Financial ~~substantially all~~Officer of ~~the~~Saint ~~assets~~Anthony ~~of Foundation Surgery Management~~Hospital, ~~LLC~~a ~~(“FSM”)~~not-for-profit ~~(collectively~~stand-alone ~~referred~~safety-net tohospital asin ~~the~~Chicago, ~~“ASC~~Illinois. From ~~Entities”)~~2009 to ~~Healthcrest~~May ~~Surgical Partners~~2013, ~~LLC for $2~~Mr.5 ~~million~~Bynum served in ~~cash~~various ~~and~~roles ain ~~$2.75million~~the ~~subordinated~~healthcare ~~promissory~~industry ~~note.~~including ~~The purchase~~Chief ~~price~~Financial isOfficer, ~~subject~~Division toFinancial ~~adjustment~~Manager, byand ~~the~~Assistant ~~amount~~Chief ~~that~~Financial ~~the~~Officer ~~working~~for ~~capital~~hospitals ofowned ~~the~~by ~~ASC~~Health ~~entities~~Management asAssociates ofand ~~October 12,~~Vanguard. Prior ~~2016~~to isentering ~~less~~the ~~than~~healthcare ~~$100~~industry,~~000~~ Mr. ~~Through~~Bynum ~~FSH~~was ~~and~~a ~~FSM,~~stockbroker wefrom ~~owned~~2001 ~~noncontrolling~~to ~~interests~~2007. Mr. inBynum ~~seven~~holds ~~ambulatory~~degrees ~~surgery~~in ~~centers~~economics ~~or ASCs~~ and ~~provided~~political ~~management~~science ~~services~~from tothe ~~those~~University ~~ASCs~~of ~~along~~North ~~with~~Carolina ~~two~~at ~~other~~Chapel ~~ASCs~~Hill ~~that~~and wean ~~did~~MBA ~~not~~from ~~maintain any ownership.~~ The ~~principals~~College of ~~Healthcrest~~William ~~were~~and ~~the management of the Company’s ASC division prior to the transaction~~Mary.

AtAs ~~closing,~~Chief weFinancial ~~received~~Officer, $2Mr.5 ~~million~~Bynum inwill ~~cash~~receive ~~and~~an aannual ~~subordinated~~base ~~promissory~~salary ~~note~~of ~~for~~ $~~2.75~~220,000 ~~million.~~and ~~The~~will ~~note~~be ~~provides~~eligible ~~that~~to weearn ~~will~~a ~~receive interest~~bonus atup ato ~~rate~~50% of ~~prime~~his ~~plus~~base ~~2.5% per~~salary ~~year,~~if ~~with~~the aCompany ~~floor~~meets ofcertain ~~6%,~~earnings ~~payable~~targets ~~monthly.~~and ~~Beginning~~other onobjectives ~~November 1,~~to ~~2017,~~be ~~Healthcrest~~determined ~~will~~by ~~make~~our ~~monthly~~Compensation ~~principal~~Committee. Mr. ~~and~~Bynum ~~interest~~is ~~payments~~expected ~~based~~to onbe aawarded ~~seven~~stock ~~year~~options ~~amortization~~for ~~with~~the apurchase ~~final~~of ~~payment~~250,000 shares of ~~all~~ ~~principal~~the ~~and~~Company’ ~~interest~~s oncommon ~~October 1,~~stock ~~2019.~~at ~~The~~an ~~promissory~~exercise ~~note~~price isof ~~secured~~$2.00 byper ~~the~~share. In ~~personal~~addition, ~~property~~Mr. ofBynum ~~Healthcrest,~~will ~~but~~be ~~our~~reimbursed ~~security~~for ~~interest~~certain ~~and~~relocation ~~our~~costs ~~right~~including tocertain bemoving ~~repaid~~expenses onand ~~the~~temporary ~~note~~living isexpenses ~~subordinated~~for ina ~~all~~period ~~respects~~of 90 days not to ~~the~~exceed ~~senior~~$1,400 ~~lenders~~per ~~of Healthcrest~~month.

WeThere ~~will~~are ~~use~~no ~~the~~other $2arrangements or understandings pursuant to which Mr.5 Bynum ~~million~~was ~~from~~selected as the ~~proceeds~~Company’s ~~from~~Chief ~~the~~Financial ~~transaction~~Officer. There toare ~~pay~~no ~~down~~family ~~our~~relationships ~~line~~among any of ~~credit~~the ~~with~~Company’s ~~our~~directors, ~~senior~~executive ~~lender~~officers, and Mr. Bynum, and there are no related party transactions between the Company and Mr. Bynum reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
10.1		Purchase Agreement between Foundation Healthcare, Inc., Foundation Surgery Affiliates, LLC, Foundation Surgery Management, LLC and Healthcrest Surgical Partners, LLC.
10.2		Promissory Note made by Healthcrest Surgical Partners, LLC in favor of Foundation Healthcare, Inc.

SIGNATURES

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.

	By:	FOUNDATION HEALTHCARE, INC.	~~By:~~	~~FOUNDATION HEALTHCARE, INC.~~
Date: October 14, 2016			By:	/s/ STANTON NELSON
Date: November 8, 2016	By:	/s/ STANTON NELSON
		Stanton Nelson		~~Stanton Nelson~~
		Chief Executive Officer		~~Chief Executive Officer~~

EXHIBIT INDEX

ExhibitNo.		Exhibit
10.1		Purchase Agreement between Foundation Healthcare, Inc., Foundation Surgery Affiliates, LLC, Foundation Surgery Management, LLC and Healthcrest Surgical Partners, LLC.
10.2		Promissory Note made by Healthcrest Surgical Partners, LLC in favor of Foundation Healthcare, Inc.

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