Amended Current Report Filing (8-k/a)
December 28 2022 - 5:10PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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)
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)
(305) 600-5004
(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:
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 |
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. ☐
Explanatory Note
On October 14, 2022, 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, whereby it acquired substantially all of the assets of 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 “Acquired Businesses”). As the required financial statements of the Acquired Businesses and pro forma financial information were not included in the Form 8-K filed on October 19, 2022, this Form 8-K/A amends
and supplements the disclosure provided in Item 9.01 of such Form 8-K to provide additional financial statements for the Acquired Businesses and the pro forma financial information of HCMC required by Item 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a)
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Financial statements of businesses acquired.
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The audited balance sheet of the Acquired Businesses as of December 31, 2021, and the related statements of income, comprehensive income, changes in
stockholders’ equity and cash flows of the Acquired Businesses for the period ended December 31, 2021, and the related notes and report of independent auditors thereto, required by this item are included as Exhibit 99.1 and incorporated by reference
herein.
(b)
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Pro forma financial information.
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The unaudited pro forma combined condensed consolidated balance sheet of HCMC as of December 31, 2021, and the unaudited pro forma combined condensed
consolidated statements of income of HCMC for the year ended December 31, 2021, required by this item are included as Exhibit 99.2 and incorporated by reference herein.
Exhibit
Number
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Description
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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: December 28, 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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