UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

Or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 001-36469

HEALTHIER CHOICES MANAGEMENT CORP.
(Exact name of Registrant as specified in its charter)

Delaware
 
84-1070932
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
3800 North 28Th Way
   
Hollywood, FL
 
33020
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 305-600-5004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
HCMC
 
OTC Pink Marketplace

As of May 10, 2021, there were 307,926,082,074 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.



TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 
March 31,
2021
 
December 31,
2020
ASSETS
         
CURRENT ASSETS
         
Cash and cash equivalents
$
5,316,169
 
$
925,475
Accounts receivable, net
 
56,754
   
23,675
Inventories
 
1,700,784
   
1,749,246
Prepaid expenses and vendor deposits
 
237,831
   
286,065
Investment
 
48,857
   
22,731
TOTAL CURRENT ASSETS
 
7,360,395
   
3,007,192
           
Restricted cash
 
-
   
2,000,000
Property and equipment, net of accumulated depreciation
 
222,999
   
230,719
Intangible assets, net of accumulated amortization
 
1,150,329
   
1,248,352
Goodwill
 
916,000
   
916,000
Note receivable
 
291,333
   
304,511
Right of use asset – operating lease, net
 
3,955,886
   
4,078,621
Other assets
 
88,595
   
89,598
           
TOTAL ASSETS
$
13,985,537
 
$
11,874,993
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
CURRENT LIABILITIES
         
Accounts payable and accrued expenses
$
813,870
 
$
1,085,663
Contract liabilities
 
18,170
   
21,262
Current portion of line of credit
 
-
   
2,000,000
Current portion of loan payment
 
842,228
   
2,072,484
Operating lease liability, current
 
483,482
   
474,686
TOTAL CURRENT LIABILITIES
 
2,157,750
   
5,654,095
           
Loan payable, net of current portion
 
778,411
   
849,009
Operating lease liability, net of current
 
3,001,335
   
3,114,521
TOTAL LIABILITIES
 
5,937,496
   
9,617,625
           
COMMITMENTS AND CONTINGENCIES (SEE NOTE 10)
         
           
STOCKHOLDERS’ EQUITY
         
Series C convertible preferred stock, $1,000 par value per share, 30,000 shares authorized; 0 and 16,277 shares issued and outstanding as of March 31, 2021 and December 31, 2020; aggregate liquidation preference of $- million
 
-
   
16,277,116
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 5,000 shares issued and outstanding as of March 31, 2021; aggregate liquidation preference of $5.0 million
 
5,000,000
   
-
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; approximately 307.7 and 143.8 billion shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
 
30,772,608
   
14,384,084
Additional paid-in capital
 
5,330,562
   
3,955,039
Accumulated deficit
 
(33,055,129)
   
(32,358,871)
TOTAL STOCKHOLDERS’ EQUITY
 
8,048,041
   
2,257,368
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
13,985,537
 
$
11,874,993

See notes to unaudited condensed consolidated financial statements

1


HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
Three Months Ended March 31,
 
2021
 
2020
SALES
         
Vapor sales, net
$
613,936
 
$
773,458
Grocery sales, net
 
2,851,817
   
3,262,714
TOTAL SALES, NET
 
3,465,753
   
4,036,172
           
Cost of sales vapor
 
233,315
   
319,080
Cost of sales grocery
 
1,741,728
   
2,009,200
GROSS PROFIT
 
1,490,710
   
1,707,892
           
OPERATING EXPENSES
 
2,022,883
   
2,372,381
           
LOSS FROM OPERATIONS
 
(532,173)
   
(664,489)
           
OTHER (EXPENSE) INCOME
         
Gain (loss) on investment
 
26,126
   
(9,857)
Other expense, net
 
-
   
(76)
Interest expense, net
 
(72,915)
   
(16,872)
Loss on extinguishment of debt
 
(117,296)
   
-
Total other expense, net
 
(164,085)
   
(26,805)
           
NET LOSS
$
(696,258)
 
$
(691,294)
           
NET LOSS PER SHARE-BASIC AND DILUTED
$
0.00
 
$
0.00
           
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED
 
244,246,983,178
   
69,716,324,179

See notes to unaudited condensed consolidated financial statements

2


HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)

 
Convertible
Preferred Stock
 
Common Stock
 
Additional
Paid-In
 
Accumulated
   
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Total
Balance – January 1, 2021
 
16,277
 
$
16,277,116
   
143,840,848,017
 
$
14,384,084
 
$
3,955,039
 
$
(32,358,871)
 
$
2,257,368
Series C Convertible Preferred Stock exercised
 
(16,277)
   
(16,277,116)
   
162,771,153,001
   
16,277,116
   
-
   
-
   
-
Stock options exercised
 
-
   
-
   
775,000,000
   
77,500
   
-
   
-
   
77,500
Issuance of Series D Preferred stock in connection with the Securities Purchase Agreement
 
5,000
   
5,000,000
   
-
   
-
   
-
   
-
   
5,000,000
Issuance of common stock
 
-
   
-
   
1,182,831,056
   
118,283
   
1,289,273
   
-
   
1,407,556
Issuance of awarded stock for officers
 
-
   
-
   
2,200,000,000
   
220,000
   
(220,000)
   
-
   
-
Issuance of awarded stock for board member
 
-
   
-
   
50,000,000
   
5,000
   
(5,000)
   
-
   
-
Cancellation of awarded stock for officers
 
-
   
-
   
(3,025,000,000)
   
(302,500)
   
302,500
   
-
   
-
Cancellation of awarded stock for board member
 
-
   
-
   
(68,750,000)
   
(6,875)
   
6,875
   
-
   
-
Stock-based compensation expense
 
-
   
-
   
-
   
-
   
1,875
   
-
   
1,875
Net loss
 
-
   
-
   
-
   
-
   
-
   
(696,258)
   
(696,258)
Balance – March 31, 2021
 
5,000
 
$
5,000,000
   
307,726,082,074
 
$
30,772,608
 
$
5,330,562
 
$
(33,055,129)
 
$
8,048,041


HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(UNAUDITED)

 
Convertible
Preferred Stock
 
Common Stock
 
Additional
Paid-In
 
Accumulated
   
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Total
Balance – January 1, 2020
 
20,150
 
$
20,150,116
   
67,698,494,244
 
$
6,769,849
 
$
7,618,245
 
$
(28,636,479)
 
$
5,901,731
Issuance of common stock in connection with cashless exercise of Series A warrants
 
-
   
-
   
4,798,932,767
   
479,894
   
(479,894)
   
-
   
-
Stock-based compensation expense
 
-
   
-
   
-
   
-
   
81,944
   
-
   
81,944
Net loss
 
-
   
-
   
-
   
-
   
-
   
(691,294)
   
(691,294)
Balance – March 31, 2020
 
20,150
 
$
20,150,116
   
72,497,427,011
 
$
7,249,743
 
$
7,220,295
 
$
(29,327,773)
 
$
5,292,381



See notes to unaudited condensed consolidated financial statements

3


HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
Three Months Ended March 31,
 
2021
 
2020
OPERATING ACTIVITIES
         
Net loss
$
(696,258)
 
$
(691,294)
Adjustments to reconcile net loss to net cash used in operating activities:
         
Depreciation and amortization
 
136,597
   
147,834
Loss on extinguishment of debt
 
117,296
   
-
Loss (Gain) on investment
 
(26,126)
   
9,857
Amortization of right-of-use asset
 
122,735
   
158,724
Stock-based compensation expense
 
1,875
   
81,944
           
Changes in operating assets and liabilities:
         
Accounts receivable
 
(33,079)
   
(1,081)
Inventories
 
48,462
   
40,036
Prepaid expenses and vendor deposits
 
48,234
   
21,171
Other assets
 
1,003
   
3,958
Accounts payable
 
(146,862)
   
126,569
Accrued expenses
 
(122,765)
   
47,124
Contract liabilities
 
(3,092)
   
(3,756)
Lease liability
 
(104,390)
   
(140,374)
NET CASH USED IN OPERATING ACTIVITIES
 
(656,370)
   
(199,288)
           
INVESTING ACTIVITIES
         
Collection of note receivable
 
13,178
   
7,362
Purchases of property and equipment
 
(30,855)
   
(10,805)
Purchases of patent
 
-
   
(89,415)
NET CASH USED IN INVESTING ACTIVITIES
 
(17,677)
   
(92,858)
           
FINANCING ACTIVITIES
         
Principal payments on loan payable
 
(12,759)
   
(70,574)
Principal payment on the line of credit
 
(2,000,000)
   
-
Proceeds from security purchase agreement
 
5,000,000
   
-
Proceeds from exercise of stock options
 
77,500
   
-
NET CASH PROVIDED BY FINANCING ACTIVITIES
 
3,064,741
   
(70,574)
           
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENT AND RESTRICTED CASH
 
2,390,694
   
(362,720)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH— BEGINNING OF PERIOD
 
2,925,475
   
3,525,415
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD
$
5,316,169
 
$
3,162,695
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
         
Cash paid for interest
$
81,313
 
$
35,256
           
NON-CASH INVESTING AND FINANCING ACTIVITIES
         
Issuance of common stock
$
1,407,556
 
$
-

See notes to unaudited condensed consolidated financial statements

4


HEALTHIER CHOICES MANAGEMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. ORGANIZATION

Organization

Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company currently operates eight retail vape stores in the Southeast region of the United States, through which it offers e-liquids, vaporizers and related products. The Company also operates Ada’s Natural Market, a natural and organic grocery store, through its wholly owned subsidiary Healthy Choice Markets, Inc. Ada’s Natural Market and Paradise Health and Nutrition offers fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items. The Company also sells vitamins and supplements on the Amazon.com marketplace through its wholly owned subsidiary Healthy U Wholesale, Inc. The Company also operates HCMC Intellectual Property Holdings, LLC, a new wholly owned subsidiary formed to hold, market and expand on its current intellectual property assets. The Company markets the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with either cannabis or CBD concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, that heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally.

COVID-19 Management Update

In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus has recently been recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in the markets in which the Company operates.  The COVID-19 outbreak has had a notable impact on general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations, reduced consumer spending due to both job losses and other effects attributable to the COVID-19, and there are many unknowns. The Company has adjusted certain aspects of the operations to protect their employees and customers while still meeting customers’ needs. While to date the Company has not been required to close any of its stores, the Company is currently operating under regular hours and we are expecting COVID-19 to have a long-term beneficial impact to the future financial results of the grocery segment. The Company continues to monitor the impact of the COVID-19 outbreak closely.  The extent to which the COVID-19 outbreak will impact our operations is manageable, and there is no imminent risk on business continuity and future operation.

Basis of Presentation and Principles of Consolidation

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), HCMC Intellectual Property Holdings, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All intercompany accounts and transactions have been eliminated in consolidation.


Note 2. LIQUIDITY

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.

The Company currently and historically has reported net losses and cash outflows from operations. The Company anticipates that its current cash, cash equivalent and cash generated from operations will be sufficient to meet the projected operating expenses for the foreseeable future through a year and a day from the issuance of these unaudited condensed consolidated financial statements.
5



Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification

Certain amounts in the condensed consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company's previously reported financial position or net income (loss).

Use of Estimates in the Preparation of the Financial Statements

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2021. Certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been omitted under the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for such year as filed with the SEC on March 8, 2021.


Note 4. CONCENTRATIONS

Cash and Cash Equivalents and Restricted Cash 

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows: 

 
 
March 31, 2021
   
December 31, 2020
 
Cash and Cash Equivalent
 
$
5,316,169
   
$
925,475
 
Restricted cash, non-current portion
   
-
     
2,000,000
 
Total cash, cash equivalents and restricted cash
 
$
5,316,169
   
$
2,925,475
 

Restricted Cash
 
The Company's restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 2020 Loan and Security agreement and cash balances obligated to be maintained in a money market account as per the April 2018 revolving credit line agreement. See Note 8 for further discussions.
6


Note 5. DISAGGREGATION OF REVENUES

The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Vapor
 
$
613,936
   
$
773,458
 
Grocery
   
2,851,817
     
3,262,714
 
Total revenue
 
$
3,465,753
   
$
4,036,172
 
                 
Retail Vapor
 
$
613,894
   
$
773,458
 
Retail Grocery
   
2,542,360
     
2,830,365
 
Food service/restaurant
   
287,722
     
329,139
 
Online/eCommerce
   
13,717
     
103,210
 
Wholesale Grocery
   
8,018
     
-
 
Wholesale Vapor
   
42
     
-
 
Total revenue
 
$
3,465,753
   
$
4,036,172
 


Note 6. INTANGIBLE ASSETS

Intangible assets, net are as follows:

March 31, 2021
 
Useful Lives (Years)
 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
Trade names
   
8-10 years
 
$
923,000
 
$
(465,505)
 
$
457,495
Customer relationships
   
4-10 years
   
883,000
   
(529,510)
   
353,490
Patents
   
10 years
   
359,665
   
(94,633)
   
265,032
Non-compete
   
4 years
   
174,000
   
(99,688)
   
74,312
Intangible assets, net
       
$
2,339,665
 
$
(1,189,336)
 
$
1,150,329

December 31, 2020
 
Useful Lives (Years)
 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
Trade names
   
8-10 years
 
 $
923,000
   
(441,786)
 
 $
481,214
Customer relationships
   
4-10 years
   
883,000
   
(475,073)
   
407,927
Patents
   
10 years
   
359,665
   
(85,641)
   
274,024
Non-compete
   
4 years
   
174,000
   
(88,813)
   
85,187
Intangible assets, net
       
$
2,339,665
 
$
(1,091,313)
 
$
1,248,352

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Future annual estimated amortization expense is as follows:

Years ending December 31,
     
2021 (remaining nine months)
 
$
287,069
 
2022
   
369,706
 
2023
   
130,841
 
2024
   
130,841
 
2025
   
125,341
 
Thereafter
   
106,531
 
Total
 
$
1,150,329
 
7


Note 7. CONTRACT LIABILITIES

The Company’s contract liabilities consists of gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. Our breakage policy is twenty four months for gift cards, twelve months for Grocery loyalty rewards, and six months for Vapor loyalty rewards. As such, all contract liabilities are expected to be recognized within a twenty four month period. Revenue is recognized when gift card and loyalty points are redeemed.

A summary of the net changes in contract liabilities activity for the three months ended March 31, 2021 and 2020 is presented below:


 
As of March 31,
 
   
2021
   
2020
 
Beginning balance as January 1,
 
$
21,262
   
$
26,823
 
Issued
   
46,627
     
60,309
 
Redeemed
   
(49,585
)
   
(63,509
)
Breakage recognized
   
(134
)
   
(556
)
Ending balance as of March 31,
 
$
18,170
   
$
23,067
 


Note 8. DEBT

The following table provides a breakdown of the Company's debt as of March 31, 2021 and is presented below:

_
 
Due Date
 
Interest Rate
   
March 31, 2021
   
December 31, 2020
Term Loan Credit Agreement
 
December 2023
 
7.00%
 
$
730,924
 
$
800,924
Paycheck Protection Program
 
May 2022
 
1%
   
884,431
   
882,264
Line of Credit
 
July 2021
 
2.2%
   
-
   
2,000,000
Loan and Security Agreement ("PPE Loan")
 
March 2021
 
5%
   
-
   
1,232,414
Other debt
 
April 2023
 
5.3%
   
5,284
   
5,891
Total debt
         
$
1,620,639
   
4,921,493

Line of Credit

On April 13, 2018, the Company agreed to a new revolving credit line of $2 million and a money market account of $2 million (“blocked account”) with Professional Bank in Coral Gables, Florida. On September 30, 2020, the Company reached agreement with Professional Bank to renew the credit line for one more year, and the next annual review will occur on or before July 15, 2021. The new agreement included a variable interest rate that it is based on a rate of 1.5% over what is earned on the collateral amount. The collateral amount established in the arrangement with the bank is $2 million. As of March 31, 2021, the Company had a zero balance in the blocked account as of a result of a $2 million payment to the line of credit. The company recoded the balance in the blocked account as restricted cash included in non-current assets.


Note 9. STOCKHOLDERS’ EQUITY

Exchange Agreement

On March 29, 2021, the Company entered into exchange agreements with the holders of the $2.7 million Loan and Security Agreement (the "Credit Agreement"). The agreement with the holders of the Company’s indebtedness (the “Notes”) in an aggregate amount of  $1.3 million to exchange the Notes for 1,172,964,218 shares at a conversion price of $0.0011. The Notes were issued pursuant to the Credit Agreement dated as of August 18, 2020, among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd.  In connection with the Exchange, the Credit Agreement and all related loan documents will be terminated and the Holder’s on the assets of the Company and its subsidiaries will be cancelled.  The Company recognized a loss on debt extinguishment of $0.1 million.

Restricted Stock
 
On January 14, 2021, the Compensation Committee of the Board of Directors of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a 10% increase from the original award agreement for a total of 2.3 billion shares of restricted common stock, which will vest quarterly and equal amounts until December 31, 2022, provided that the grantee remains an employee of the Company through the vesting date.

On March 30, 2021, the Company and the Officers and a Director of the Company agreed to forfeit all their restricted shares that were due to vest on March 31, 2021. Each individual forfeited 12.50% from their current amended award agreement for a total of 3.09 billion shares of restricted common stock.

The Company applied ASC 718 “Stock Compensation” to evaluate the award modification and cancellation. Based on this guidance, no gain or loss was recognize.

8

Series C Convertible Preferred Stock

On November 17, 2020, the Company entered into agreements with certain holders of its Series B Convertible Preferred Stock (the "Series B Stock") to exchange all the Series B Stock for 20,150 shares of Series C Stock (the "Series C Stock"). Each share of Series C Stock has a stated value equal to $1,000 and is convertible into Common Stock on a fixed basis at a conversion price of $0.0001 per share. As of the end of the three month ended March 31, 2021, the Series C Stock have been 100% been converted into 201.5 billion shares of Company common stock.

Series D Convertible Preferred Stock

On February 7, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued 5,000 shares of its Series D Convertible Preferred Stock (the “Preferred Stock”) to a single institutional, accredited investor for $1,000 per share or an aggregate subscription of $5.0 million. The Preferred Stock is currently convertible into 2,083,333,333 shares of the Company’s Common Stock at a conversion price of $0.0024 per share, with such conversion price subject to adjustment as set forth below and described in the Certificate of Designation.

Stock Options

In the three months ended March 31, 2021, 775,000,000 stock options of the Company have been exercised into common stock.

During the three months ended March 31, 2021 and 2020, the Company recognized a stock-based compensation of $1,875 and $81,944, respectively, in connection with the amortization of stock options, net of recovery of stock-based charges for forfeited unvested stock options. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations.

Income (Loss) Per Share

The following table summarizes the Company’s securities, in common share equivalents, that have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:

 
As of March 31,
 
   
2021
   
2020
 
Preferred stock
   
2,083,000,000
     
201,501,000,000
 
Stock options
   
69,087,000,000
     
68,062,000,000
 
Warrants
   
-
     
36,460,000,000
 
Total
   
71,170,000,000
     
306,023,000,000
 

Note 10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Loss Contingencies

Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints on April 2019 and May 2019, respectively. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.


9

Gain Contingencies

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia.  The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”.  Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of March 31, 2021. With respect to legal costs, we record such costs as incurred.

Employment Agreement

On February 26, 2021, the Company entered into an amended and restated employment agreement (the “Employment Agreement Amendment”) with the Company’s President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement Amendment, Mr. Santi will continue to be employed as the Company’s President and Chief Operating Officer through January 30, 2024.  Mr. Santi will receive a base salary of $363,000 for 2021 and his salary will increase 10% in each subsequent year.


Note 11. SUBSEQUEBT EVENTS

The Company has evaluated its subsequent events from March 31, 2021 through the date these condensed consolidated financial statements were issued, and has determined that other below there are no additional subsequent events required to be disclosed.

From April 1, 2021 to May 10, 2021, 200 million stock options of the Company have been exercised into common stock.

10


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONDENSED CONSOLDIATED OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements. The terms “we,” “us,” “our,” and the “Company” refer to Healthier Choices Management Corp. and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), HCMC Intellectual Property Holdings, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Company Overview

Healthier Choices Management Corp. (collectively, the “Company”, “we”, “us” and “our”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company currently operates nine retail vape stores in the Southeast region of the United States, through which it offers e-liquids, vaporizers and related products. The Company markets its Q-Cup™ technology under the vape segment. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally. In October 2019, the Company announced the launch of the Q-Unit, a U.S. patented device made specifically for vaping concentrates.  The Q-Unit, which boasts a mechanism that prevents the concentrates from coming in direct contact with the heating element, allows consumers to vape uncut pure extract from a pure quartz cup. The Company also operates Ada’s Natural Market, a natural and organic grocery store, through its wholly owned subsidiary Healthy Choice Markets, Inc. and Paradise Health and Nutrition, stores that offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items through its wholly owned subsidiary Healthy Choice Markets 2, LLC.

Liquidity

The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company incurred a loss from operations of approximately $0.7 million for the three months ended March 31, 2021. As of March 31, 2021, cash and cash equivalents totaled approximately $5.3 million. The Company expects to continue incurring losses for the foreseeable future and we anticipate that our current cash and cash equivalents to be generated from operations will be sufficient to cover our projected operating expenses for the foreseeable future. Management do not believe there are any substantial doubts about the Company’s ability to continue as a going concern within a year and a day from the issuance of these unaudited consolidated financial statements.

Rights Offering

On April 20, 2021, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for a Rights Offering to its stockholders. The purpose of this Rights Offering is to raise equity capital in a cost-effective and potentially non-dilutive manner that provides all of our existing shareholders the opportunity to participate, purchase, and own up to approximately an additional 25% of the Company’s common stock. If fully subscribed, the Company will raise up to $100,000,000 in gross proceeds. The net proceeds will be used for general working capital purposes, including the protection of our intellectual property rights through litigation and other methods, funding future research and development for both our intellectual property suite and product offerings, and funding growth initiatives and expansion for our health food, vitamin and supplements, and vape segments, both online and in brick and mortar stores.

Factors Affecting Our Performance

We believe the following factors affect our performance:

Vapor Retail: We believe the operating performance of our vapor retail stores will affect our revenue and financial performance. The Company has a total of eight retail vape stores, which are located in Florida, Georgia and Tennessee.


11

Inventory Management: Our vapor segment revenue trends are affected by an evolving product acceptance and consumer demand. We are creating and offering new products to our retail vapor customers. Evolving product development and technology impacts our licensing and intellectual properties spending. We expect the transition to vaporizer and advanced technology and enhanced performance products to continue and will impact our overall operating results in the future.

Increased Competition: The launch by national competitors in both of our business reporting segments have made it more difficult to compete on prices and to secure business. We expect increased product supply and downward pressure on prices to continue and impact our operating results in the future. We also expect the continued expansion of national grocery chains, which leads to greater competition, to impact our operating results in the future.

Results of Operations

The following table sets forth our unaudited condensed consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 that is used in the following discussions of our results of operations:

 
Three Months Ended March 31,
 
2020 to 2021
 
2021
 
2020
 
Change $
SALES
               
Vapor sales, net
$
613,936
 
$
773,458
 
$
(159,522)
Grocery sales, net
 
2,851,817
   
3,262,714
   
(410,897)
TOTAL SALES, NET
 
3,465,753
   
4,036,172
   
(570,419)
                 
Cost of sales vapor
 
233,315
   
319,080
   
(85,765)
Cost of sales grocery
 
1,741,728
   
2,009,200
   
(267,472)
GROSS PROFIT
 
1,490,710
   
1,707,892
   
(217,182)
                 
OPERATING EXPENSES
 
2,022,883
   
2,372,381
   
(349,498)
                 
LOSS FROM OPERATIONS
 
(532,173)
   
(664,489)
   
132,316
                 
OTHER INCOME (EXPENSE)
               
Gain (loss) on investment
 
26,126
   
(9,857)
   
35,983
Other expense, net
 
-
   
(76)
   
76
Interest expense, net
 
(72,915)
   
(16,872)
   
(56,043)
Loss on extinguishment of debt
 
(117,296)
   
-
   
(117,296)
Total other expense, net
 
(164,085)
   
(26,805)
   
(137,280)
                 
NET LOSS
$
(696,258)
 
$
(691,294)
 
$
(4,964)

Net Vapor sales decreased $0.2 million to $0.6 million for the three months ended March 31, 2021 as compared to $0.8 million for the same period in 2020. The decrease in sales is primarily due to a consistent decreased in foot traffic and the closure of one store during the three months ended March 31, 2021 as compared to the same period in 2020.

Net Grocery sales decreased $0.4 million to $2.9 million for the three months ended March 31, 2021 as compared to $3.3 million for the same period in 2020. The decrease in sales is primarily due to a decrease in the customer count compared to the same period in 2020.

Vapor cost of goods sold for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.3 million, respectively, a decreased of $0.1 million. The decrease is primarily due to decreases in sales and product costs during three months ended March 31, 2021 as compared to the same period in 2020. Gross profit was $0.4 million and $0.5 million for three months ended March 31, 2021 and 2020, respectively.

Grocery cost of goods sold for the three months ended March 31, 2021 and 2020 were $1.7 million and $2.0 million respectively, an decreased of $0.3 million. The decrease is primarily due to increases in sales and cost of goods sold during the three months ended March 31, 2021 as compared to the same period in 2020. Gross profit was $1.1 million and $1.3 million for the three months ended March 31, 2021 and 2020, respectively.

Total operating expenses decreased $0.3 million to $2.0 million for the three months ended March 31, 2021 compared to $2.4 million for the same period in 2020. The decrease is primarily attributable to decreases in office and stores expenses of $0.2 million, payroll and employee related cost of $0.1 million, and stock compensation of $0.1 million, partially offset by an increase in professional fees of $0.1 million.


12

Net other expense of $164,000 for the three months ended March 31, 2021 includes a loss on extinguishment of debt of $117,000 and interest expense of $73,000, partially offset by a gain on investment of $26,000. Net other expense of $27,000 for the three months ended March 31, 2020 includes an interest expense of $17,000 and a loss on investment of $10,000.

Liquidity and Capital Resources

 
Three Months Ended March 31,
 
2021
 
2020
Net cash provided by (used in)
         
 Operating activities
$
(656,370)
 
$
(199,288)
 Investing activities
 
(17,677)
   
(92,858)
Financing activities
 
3,064,741
   
(70,574)
 
$
2,390,694
 
$
(362,720)

Our net cash used in operating activities of $0.7 million for the three months ended March 31, 2021 resulted from a net loss of $0.7 million, and a net cash usage of $0.3 million from changes in operating assets and liabilities, offset by a non-cash adjustment of $0.4 million. Our net cash used in operating activities of $0.2 million for the three months ended March 31, 2020 resulted from a net loss of $0.7 million and a net cash usage of $0.1 million from changes in operating assets and liabilities, offset by a non-cash adjustment of $0.4 million.

The net cash used in investing activities of $18,000 for the three months ended March 31, 2021 resulted from the collection of a note receivable, and purchases of property and equipment. The net cash used in investing activities of $0.1 million for the three months ended March 31, 2020 resulted from the collection of a note receivable, and purchases of property and equipment.

The net cash provided by financing activities of $3.1 million for the three months ended March 31, 2021 is due to is due to proceeds received from the Securities Purchase Agreement of $5.0 million and an exercised of stock options of $0.1 million, partially offset by a principal payment of $2 million on the line of credit. The net cash used in financing activities of $0.1 million for the three months ended March 31, 2020 is due to payments on the loan payable.

At March 31, 2021 and December 31, 2020, we did not have any material financial guarantees or other contractual commitments with vendors that are reasonably likely to have an adverse effect on liquidity.

Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of our cash and cash equivalents are concentrated in one financial institution and are generally in excess of the FDIC insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the Company’s cash position as of March 31, 2021 and December 31, 2020.

 
March 31, 2021
 
December 31, 2020
Cash
$
5,316,169
 
$
925,475
Total assets
$
13,985,537
 
$
11,874,993
Percentage of total assets
 
38.01%
   
7.79%

The Company reported a net loss of $0.7 million for the three months ended March 31, 2021. The Company also had positive working capital of $5.2 million. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to satisfy business obligations, and to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements.


13

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2020 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our condensed consolidated financial statements.

Seasonality

We do not consider our business to be seasonal.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements including statements regarding retail expansion, the future demand for our products, the transition to vaporizer and other products, competition, the adequacy of our cash resources and our authorized Common Stock, and our continued ability to raise capital.

The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include our future common stock price, the timing of future Series D preferred stock exercises and stock sales, customer acceptance of our products, and proposed federal and state regulation. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

14


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, did not carry out an evaluation on internal controls as of March 31, 2021 in regard to the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act. As an evaluation was not carried out, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

In planning and performing its audit of our financial statements for the year ended December 31, 2020 in accordance with standards of the Public Company Accounting Oversight Board, our independent registered public accounting firm noted material weaknesses in internal control over financial reporting. A list of our material weaknesses are as follows:

Failure to have properly documented and designed disclosure controls and procedures and testing of the operating effectiveness of our internal control over financial reporting

Weakness around our purchase orders and inventory write-off procedures

Segregation of duties due to lack of personnel

Our management concluded that considering internal control deficiencies that, in the aggregate, rise to the level of material weaknesses, we did not maintain effective internal control over financial reporting as of March 31, 2021 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Changes in Internal Control over Financial Reporting

Following this assessment and during the three months ended March 31, 2021, we have undertaken an action plan to
strengthen internal controls and procedures:

Management continues to devote significant efforts toward improvement of effectiveness of control over financial reporting. This includes analyzing non-routine transactions before booking journal entries; Implemented a monthly variance fluctuation analysis across all segments. Variance analysis are communicated to operations and executives to make sure the results are accurate.

Our management has increased its focus on the Company’s purchase order process in order to better manage inventory thereby improving cash management and ultimately leading to more reliable and precise financial reporting.

Vendor payments and cash disbursement are reviewed on weekly basis by management and accounting team to ensure timely payment. Cash balance are communicated to management on weekly basis to improve cash management.

Our management continues to review ways in which we can make improvements in internal control over financial reporting.

15


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints on April 2019 and May 2019, respectively. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia.  The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”.  Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of March 31, 2021. With respect to legal costs, we record such costs as incurred.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS.

See the exhibits listed in the accompanying “Index to Exhibits.”

16


INDEX TO EXHIBITS

Exhibit
     
Incorporated by Reference
 
Filed or Furnished
No.
 
Exhibit Description
 
Form
 
Date
 
Number
 
Herewith
31.1
               
Filed
31.2
               
Filed
32.1
               
Furnished *
32.2
               
Furnished *
101.INS
 
XBRL Instance Document
             
Filed
101.SCH
 
XBRL Taxonomy Extension Schema Document
             
Filed
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
             
Filed
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
             
Filed
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
             
Filed
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
             
Filed

*
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

17


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 thereunto duly authorized.

 
HEALTHIER CHOICES MANAGEMENT CORP.
     
Date: May 10, 2021
By:
/s/ Jeffrey Holman
   
Jeffrey Holman
   
Chief Executive Officer
     
Date: May 10, 2021
By:
/s/ John Ollet
   
John Ollet
   
Chief Financial Officer

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