true 0000844856 0000844856 2022-08-18 2022-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 5

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 18, 2022

 

HEALTHIER CHOICES MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36469   84-1070932
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

3800 North 28th Way

Hollywood, Florida 33020

(Address of Principal Executive Office) (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:

 

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))

 

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).

 

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

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common   HCMC   OTC Pink

 

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

 

This Amendment No. 5 on Form 8-K/A to the Form 8-K filed on August 23, 2022, is being filed for the purpose of filing Exhibit 10.1 and describing the Third Amendment to the Securities Purchase Agreement.

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On August 18, 2022, Healthier Choices Management Corp. (the “Company” or “HCMC”) entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company sold and issued 14,722.075 shares of its Series E Redeemable Convertible Preferred Stock (the “Preferred Stock”) to five institutional investors (the “Purchasers”) for an aggregate subscription price of $13,250,000 (the “Offering”).

 

On March 2, 2023, the parties to the SPA entered into First Amendment to Securities Purchase Agreement, pursuant to which the Company agreed to pay each Purchaser ten percent (10%) of the Stated Value (the “Conversion Payment”) of the Preferred Stock upon conversion of such Preferred Stock into common stock prior to the record date for the Spin Off.

 

On May 15th, the parties to the SPA entered into Second Amendment to the Securities Purchase Agreement, pursuant to which the Company and such parties agreed to: (1) extend the time period for the Conversion Payment eligibility to December 1, 2023, (2) amend the Certificate of Designation as set forth in Item 5.03 below and (3) require the Purchasers to purchase Series A Convertible Preferred Stock of a newly created public company (resulting from spin off of HCMC’s grocery and wellness businesses) in the same subscription amounts that the Purchasers paid for the HCMC Preferred Stock (the “Spinoff”) only if the Spinoff is completed prior to December 1, 2023 (“Completion Date”).

 

On October 30, 2022, the parties to the SPA entered into Third Amendment to the Securities Purchase Agreement, pursuant to which the Company and such parties agreed to: (1) set the initial conversion price for the Series A Preferred Stock to be the 5-day volume weighted average price measured using the 5 trading days preceding the purchase of the Series A Preferred Stock, (2) on the 40th calendar day (the “Reset Date”) after the sale of the Series A Preferred Stock, reset the conversion price in the event the closing price of the Class A common stock on such date is less than the initial conversion, (3) have the reset conversion price equal a 10% discount to the 5-day volume weighted average price measured using the 5 trading days preceding the Reset Date; provided, however, in no instance will the conversion price be reset below 30% of the initial conversion price, and (4) amend the Completion Date to March 1, 2024.

 

On February 20, 2024, the parties to the SPA entered into a Fourth Amendment to the Securities Purchase Agreement, pursuant to which the Company and such parties agreed to amend the Completion Date to June 1, 2024.

 

On April 8, 2024, the parties to the SPA entered into a Fifth Amendment to the Securities Purchase Agreement, pursuant to which the Company and such parties agreed to amend the Completion Date to August 1, 2024.

 

As of April 8, 2024, 1,585 shares of Preferred Stock have been converted and 12,026 shares of Preferred Stock have been redeemed for total redemption payments of $12,004,000.

 

The foregoing description of the Third Amendment to Securities Purchase Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached to this Current Report as Exhibit 10.1, which is incorporated by reference herein.

 

2
 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Fifth Amendment to Securities Purchase Agreement, dated as of April 8, 2024, by and among Healthier Choices Management Corp. and the purchasers named therein
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

3
 

 

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 hereunto duly authorized.

 

Healthier Choices Management Corp.
     
Date: April 9, 2024 By: /s/ Jeffrey E. Holman
    Jeffrey E. Holman
    Chief Executive Officer

 

4