UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October 14, 2022
HEALTHIER
CHOICES MANAGEMENT CORP.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-36469
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84-1070932
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3800
NORTH 28TH WAY, #1
HOLLYWOOD, Florida 33020
(Address of
principal executive offices, including zip code)
(888)
766-5351
(Registrant's
telephone number, including area code)
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))
Securities registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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HCMC
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OTC Pink
Marketplace
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter):
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Healthier Choices Management Corp. (“HCMC”), through its wholly
owned subsidiary, Healthy Choice Markets IV, LLC (the “Company”),
entered into an Asset Purchase Agreement (the “Purchase
Agreement”), effective as of October 12, 2022, with Dean’s Natural
Food Market of Shrewsbury, Inc., a New Jersey corporation, Green’s
Natural Foods, Inc., a Delaware corporation, Dean’s Natural Food
Market of Chester, LLC, a New Jersey limited liability company,
Dean’s Natural Food Market of Basking Ridge, LLC, a New Jersey
limited liability company, and Dean’s Natural Food Market, Inc., a
New Jersey corporation (collectively, the “Sellers”), and
shareholders of the Sellers. Pursuant to the Purchase
Agreement, the Company acquired certain assets and assumed certain
liabilities of an organic and natural health food and vitamin chain
with eight store locations in New York and northern and central New
Jersey (the “Stores”). The cash purchase price under the
Purchase Agreement is approximately $5,000,000, with an additional
$1,779,802 paid for inventory at closing. In addition, the
Company will assume all lease obligations for the
Stores.
The Purchase Agreement contains customary representations,
warranties, and covenants of the Sellers and the Company. The
Purchase Agreement also includes restrictive covenants from the
Sellers for the benefit of the Company. The transaction
closed on October 14, 2022.
There is no material relationship between the Company, on the one
hand, and Sellers, on the other hand, other than in respect of the
Purchase Agreement.
A copy of the Purchase Agreement is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Purchase
Agreement is qualified in its entirety by reference to the full
text of such Purchase Agreement.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
On October 14, 2022, HCMC, through its wholly owned subsidiary,
Healthy Choice Markets IV, LLC, completed its acquisition of the
assets of the Sellers pursuant to the terms of the Purchase
Agreement.
Item 8.01. Other Events.
On October 17, 2022, the Company issued a press release in
connection with the closing of the transactions contemplated by the
Purchase Agreement. A copy of the press release is attached
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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Asset Purchase Agreement, dated October 12,
2022, by and among (i) Healthy Choice Markets IV, LLC, a Florida
limited liability company, (ii) Dean’s Natural Food Market of
Shrewsbury, Inc., a New Jersey corporation, Green’s Natural Foods,
Inc., a Delaware corporation, Dean’s Natural Food Market of
Chester, LLC, a New Jersey limited liability company, Dean’s
Natural Food Market of Basking Ridge, LLC, a New Jersey limited
liability company, and Dean’s Natural Food Market, Inc., a New
Jersey corporation, (iii) Jimmy C. Mathews, an individual resident
of Texas, Starmak Consulting, LLC, a Texas limited liability
company, Red Oak Equity Partners, LLC, a Texas limited liability
company, Hudson Equity Partners, LLC, a Texas limited liability
company, and (iv) Shine Paul, as the Seller Representative (the
exhibits and schedules to Exhibit 2.1 have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally to the SEC, upon request, a copy
of all omitted exhibits and schedules).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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HEALTHIER CHOICES MANAGEMENT CORP.
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Date: October 18, 2022
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By:
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/s/ Jeffrey E. Holman
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Jeffrey E. Holman
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Chief Executive Officer
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