UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Healthier Choices Management Corp.
(Name
of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
922099700
(CUSIP Number)
Jeffrey E. Holman
c/o Healthier Choices Management Corp.
3800 North 28th Way, #1
Hollywood, Florida 33020
(888) 766-5351
Copies to:
Martin T. Schrier, Esq.
Cozen O’Connor
Southeast Financial Center
200 South Biscayne Blvd., Suite 3000
Miami, FL 33131
(305) 704-5940
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 2021
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d -1(e),
240.13d -1(f) or 240.13d -1(g), check the following box
☐.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Jeffrey E. Holman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO (see Item 3 below)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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48,075,000,000 (see Item 5 below)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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48,075,000,000 (see Item 5 below)
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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48,075,000,000 (see Item 5 below)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.69% (see Item 5 below)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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Item 1. Security and Issuer.
This Statement relates to the common stock, par value $0.0001 per
share (“Common Stock”), of Healthier Choices Management Corp., a
Delaware corporation (the “Issuer”). The principal executive
offices of the Issuer are located at 3800 North 28th Way, #1,
Hollywood, Florida 33020.
Item 2. Identity and Background.
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(a)
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Name:
Jeffrey E. Holman (the “Reporting Person”)
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(b)
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Business
Address: The Reporting Person’s business address is c/o
Healthier Choices Management Corp., 3800 North 28th Way, #1,
Hollywood, Florida 33020.
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(c)
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Principal
Occupation or Employment: The Reporting Person’s principal
occupation is serving as Chairman and Chief Executive Officer of
the Issuer.
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(d)
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Criminal
Proceedings: During the last five years the Reporting Person
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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Civil
Proceedings: During the last five years, the Reporting
Person was not a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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(f)
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Citizenship:
The Reporting Person is a citizen of the United States of
America.
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Item 3. Source and Amount of Funds or Other Considerations.
Since the first amendment to this Schedule 13D, the Reporting
Person has forfeited 3,025,000,000 shares of restricted Common
Stock. Other than these forfeitures, the Reporting Person has not
engaged in any other transactions in the Issuer’s Common Stock,
including no sales or purchases of the Common Stock.
The information set forth in Item 4 is incorporated by reference
herein.
Item 4. Purpose of Transaction.
As described in Item 3 above, the Reporting Person acquired the
securities identified in this Statement in connection with his
service as an officer and director of the Issuer and pursuant to
the Issuer’s equity compensation plan. The option grant
agreement includes a provision that prevents the Reporting Person
from exercising the Options into Common Stock to the extent (but
only to the extent) that such conversion would result in the
Reporting Person, or any of its affiliates, beneficially owning (as
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder) more than 19.9% of the Company’s
outstanding Common Stock (the “Exercise Blocker”).
The Reporting Person beneficially owns 48,075,000,000 shares of
Common Stock of the Issuer, with such total being comprised of (1)
9,075,000,000 shares of the Restricted Stock and (2) options to
purchase 39,000,000,000 shares of Common Stock that are exercisable
as of the date hereof or within 60 days. The Reporting Person owns
12.69% of the Issuer’s Common Stock, calculated based on
339,741,632,384 shares of Common Stock outstanding as of February
11, 2022 and assuming that the shares of Common Stock underlying
the stock options are deemed outstanding pursuant to SEC Rule
13d-3(d)(1)(i) (in addition to the 339,741,632,384
outstanding). Unvested shares of restricted Common Stock are
deemed beneficially owned because grantees of unvested restricted
Common Stock under the Issuer’s 2015 Equity Incentive Plan hold the
sole right to vote such shares.
The securities described in this Statement are being held by the
Reporting Person for investment purposes. The Reporting Person may
acquire additional Common Stock of the Issuer through compensatory
grants by the Issuer or through public or private purchases. The
Reporting Person may exercise the stock options described in Item 3
above and subsequently dispose of the underlying Common Stock or
otherwise acquire or dispose of additional securities of the
Issuer, to the extent deemed advisable in light of his general
investment strategies, market conditions, or other factors.
In the ordinary course of his duties as Chief Executive Officer and
as the Chairman of the Board of Directors of the Issuer, the
Reporting Person has and expects in the future to discuss and to
make decisions regarding plans or proposals with respect to the
matters specified in clauses (a) through (j) of this Item 4 with
the Issuer.
Except as described in this Statement or in his capacity as Chief
Executive Officer or the Chairman of the Board of Directors of the
Issuer, the Reporting Person has no plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries.
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries.
(d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board.
(e) Any material change in the present capitalization or dividend
policy of the issuer.
(f) Any other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940.
(g) Changes in the issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person.
(h) Causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of registered national
securities association.
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
The information set forth in Items 5 and 6 are incorporated by
reference herein.
Item 5. Interest in Securities of the Issuer.
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(a)
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The Reporting Person beneficially owns 48,075,000,000 shares of
Common Stock of the Issuer, with such total being comprised of (1)
9,075,000,000 shares of the restricted Common Stock and (2) options
to purchase 39,000,000,000 shares of Common Stock that are
exercisable as of the date hereof or within 60 days. The Reporting
Person owns 12.69% of the Issuer’s Common Stock, calculated based
on 339,741,632,384 shares of Common Stock outstanding as of
February 11, 2022 and assuming that the shares of Common Stock
underlying the stock options are deemed outstanding pursuant to SEC
Rule 13d-3(d)(1)(i).
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(b)
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The Reporting Person has the sole power to vote or direct the vote,
and to dispose or direct the disposition, 39,000,000,000 shares of
Common Stock of the Issuer underlying the Options.
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(c)
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The Reporting Person has not effected any transaction in the Common
Stock of the Issuer in the past sixty days.
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(d)
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No person, other than the Reporting Person, is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale, of the Common Stock underlying
the Options identified in this Statement.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Restricted Stock was granted pursuant to a Restricted Stock
Award Agreement, dated as of August 13, 2018, pursuant to the
Issuer’s 2015 Equity Incentive Plan, as amended (the “2015
Plan”). The Form of Restricted Agreement pursuant to the 2015
Plan was filed as Exhibit 10.4 to the Company’s Current Report on
Form 8-K filed with the Commission on August 20, 2018)
The Options were granted pursuant to that certain Option Award
Agreement, dated February 2, 2017 (filed as Exhibit 1 to the
Schedule 13D of the Reporting Person.
Except as set forth above or set forth in the exhibits, there are
no other contracts, arrangements, understandings or relationships
between the Reporting Person and any other person with respect to
any securities of the Issuer.
The information set forth in Item 4, 5 and 7 is incorporated by
reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Option Award Agreement dated February 2, 2017
(filed with the Schedule 13D of the Reporting Person).
Exhibit 2 - Form of Restricted Stock Agreement (incorporated by
reference to Exhibit 10.4 to the Company’s Current Report on Form
8-K filed with the Commission on August 20, 2018).
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Dated: February 14, 2022
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/s/ Jeffrey E. Holman
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Name: Jeffrey E. Holman
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).