Healthier Choices Management Corp. Completes Asset Acquisition

Ticker: HCMC · Form: 8-K · Filed: Sep 19, 2024 · CIK: 844856

Sentiment: neutral

Topics: acquisition, definitive-agreement, financials

TL;DR

HCM completes asset acquisition, filing includes financials.

AI Summary

Healthier Choices Management Corp. announced the completion of its acquisition of assets on September 13, 2024. The company entered into a material definitive agreement related to this transaction. Financial statements and exhibits pertaining to the acquisition are included in this filing.

Why It Matters

This acquisition signifies a significant strategic move for Healthier Choices Management Corp., potentially expanding its operational scope and market presence.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks and potential financial complexities that could impact the company's performance.

Key Players & Entities

FAQ

What specific assets were acquired by Healthier Choices Management Corp.?

The filing states the completion of an acquisition of assets but does not specify the nature or details of these assets.

What is the financial impact of this acquisition on Healthier Choices Management Corp.?

The filing indicates that financial statements and exhibits are included, suggesting financial details are available, but the specific impact is not summarized in the text provided.

When was the material definitive agreement entered into for this acquisition?

The filing mentions the entry into a material definitive agreement but does not provide the specific date it was entered into, only the report date of September 19, 2024, and the earliest event date of September 13, 2024.

Are there any disclosed risks associated with this acquisition in the filing?

The filing itself does not explicitly detail risks related to the acquisition; this analysis infers potential risks based on the nature of acquisitions.

What was the previous name of Healthier Choices Management Corp.?

The filing indicates that the company was formerly known as VAPOR CORP. and prior to that, MILLER DIVERSIFIED CORP.

Filing Stats: 864 words · 3 min read · ~3 pages · Grade level 9.1 · Accepted 2024-09-19 17:30:38

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 13, 2024, Healthier Choices Management Corp. ("HCMC" or the "Company") completed the previously announced spin-off (the "Spin-Off") of its subsidiary Healthy Choice Wellness Corp. ("HCWC"). The Spin-Off was completed by way of a pro rata distribution (the "Distribution") on September 13, 2024 of all of the then-issued and outstanding Class A and Class B common stock of HCWC (the "HCWC shares") to holders of record of HCMC's common stock as of 5:00 p.m., New York City time on September 9, 2024, the record date for the Spin-Off (the "Record Date"). As a result of the Distribution, which was effective as of 11:59 p.m. Eastern Time on September 13, 2024 (the "Effective Time"), HCWC is now an independent, publicly-traded company and the shares of the HCWC Class A common Stock are listed on the NYSE American Exchange under the symbol "HCWC." Trading in HCWC shares commenced on NYSE American on September 16, 2024. For each 208,632 shares of HCMC common stock held as of the Record Date, a HCMC stockholder received one share of HCWC Class A common stock and three shares of HCWC Class B common stock. In connection with the Spin-Off, the Company entered into certain agreements with HCWC, including each of the following: a Separation and Distribution Agreement; a Tax Matters Agreement; an Employee Matters Agreement; and a limited duration Transition Services Agreement. Summaries of certain terms of these agreements can be found in the section entitled "The Spin-Off" in HCWC's effective registration and Exchange Commission ("SEC") on October 27, 2023, and are incorporated herein by reference. Such summaries are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement and Transit

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 is incorporated herein by reference. The Registration Statement on Form S-1 relating to the Spin-off was declared effective on September 12, 2024. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Form of Amended and Restated Separation and Distribution Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 2.1 to the Report on Form S-1 filed by Healthy Choice Wellness Corp. on September 19, 2024) 10.1 Form of Tax Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.2 to the Report on Form S-1 filed by Healthy Choice Wellness Corp. on December 21, 2023 (the "HCWC Form S-1")) 10.2 Form of Employee Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.3 to the HCWC Form S-1) 10.3 Form of Transition Services Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.8 to the HCWC Form S-1) 10.4 Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

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. HEALTHIER CHOICES MANAGEMENT CORP. Date: September 19, 2024 By: /s/ Jeffrey E. Holman Jeffrey E. Holman Chief Executive Officer

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