Spin-off - Healthier Choices Management Corp.
Form Type: 10-Q
Filing Date: 2025-05-13
Corporate Action: Spin-off
Type: Update
Accession Number: 000164117225009926
Filing Summary: Healthier Choices Management Corp. (HCMC) filed a quarterly report on Form 10-Q for the period ended March 31, 2025. The report outlines the company’s transition following the spin-off of Healthy Choice Wellness Corp. (HCWC), which completed on September 13, 2024. The spin-off was structured as a tax-free separation where HCMC distributed shares of HCWC to its stockholders at a ratio of one share of Class A common stock and three shares of Class B common stock for every 208,632 shares of HCMC common stock held. Following the spin-off, HCWC operates independently and is listed on the NYSE American under the symbol 'HCWC'. HCMC's operations now focus primarily on monetizing its intellectual property, specifically in the vaping market with innovative products like the Q-Cup. The report includes financial statements reflecting a decrease in total assets and significant operating losses for the first quarter of 2025 compared to prior periods, alongside obligations for transition service agreements to support HCWC post-separation. The quarterly net loss was reported at approximately $2.18 million, with cash and equivalents totaling around $1.17 million as of the end of the reporting period. HCMC continues to face liquidity challenges but has plans in motion to address its financial obligations.
Additional details:
Shareholder Distribution Date: 2024-09-09
Spin Off Date: 2024-09-13
Spin Off Record Date: 2024-09-13
Distribution Ratio: 1:208632
Form Type: 8-K/A
Filing Date: 2025-04-24
Corporate Action: Spin-off
Type: Update
Accession Number: 000164117225005996
Filing Summary: This Amendment No. 8 to Form 8-K/A outlines the recent developments in the Securities Purchase Agreement (SPA) involving Healthier Choices Management Corp. (HCMC). The SPA involves the issuance of Series E Redeemable Convertible Preferred Stock to institutional investors, totaling 14,722.075 shares for $13,250,000. Significant amendments have been made to the SPA, including extended deadlines for conversion payments which now extend to November 1, 2024, and the establishment of a spin-off that will result in a new public company handling HCMC's grocery and wellness businesses. Recent amendments have adjusted the conditions related to the purchase of Series A Convertible Preferred Stock in this new entity if the spin-off occurs before the revised Completion Date of October 31, 2025. Furthermore, HCMC has entered into a revolving credit facility with a lender, allowing borrowing up to $5 million for operational needs, which has also been amended to extend the Maturity Date to December 31, 2026.
Additional details:
Amendment Number: 8
Conversion Payment Eligibility Date: 2023-12-01
Completion Date: 2025-10-31
Credit Facility Amount: 5 million
Credit Facility Interest Rate: 12%
Form Type: 10-K
Filing Date: 2025-04-14
Corporate Action: Spin-off
Type: Update
Accession Number: 000164117225004607
Filing Summary: Healthier Choices Management Corp. (HCMC) finalized its spin-off of the Grocery business, previously operated under the subsidiary Healthy Choice Wellness Corp (HCWC), into a newly independent publicly traded company on September 14, 2024. This spin-off allowed HCMC to distribute one share of Class A and three shares of Class B common stock in HCWC for every 208,632 shares of HCMC common stock held. The transaction was conducted post-market on September 13, 2024, with share trading commencing on the NYSEAM under the symbol 'HCWC'. The results from HCWC were classified as discontinued operations in HCMC’s financial statements for reporting periods prior to the spin-off.
Additional details:
Spin Off Date: 2024-09-13
Grocery Business Name: Healthy Choice Wellness Corp
Common Stock Distribution Ratio: 208632 to 1
New Trading Symbol: HCWC
Form Type: NT 10-K
Filing Date: 2025-04-01
Corporate Action: Spin-off
Type: New
Accession Number: 000164117225001924
Filing Summary: Healthier Choices Management Corp. is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, due to unanticipated delays in compiling necessary information for the audit. These delays are partly attributed to a recent spin-off of its subsidiary, Healthy Choice Wellness Corp., which occurred in September 2024. The company is committed to filing the Annual Report as soon as possible, within the fifteenth calendar day following its due date. Additionally, it is expected that the results of operations for the fiscal year ending December 31, 2024, will reflect significant changes compared to the previous fiscal year, mainly due to the impact of the spin-off.
Additional details:
Registrant Name: Healthier Choices Management Corp.
Address: 3800 North 28th Way Hollywood, FL 33020
Telephone Number: 3056005004
Contact Person: John Ollet
Contact Number: 3056005004
Fiscal Year End Date: 2024-12-31
Spin Off Details: Spin-off of Healthy Choice Wellness Corp. in September 2024.
Form Type: 8-K
Filing Date: 2025-01-27
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315225003813
Filing Summary: Healthier Choices Management Corp. dismissed Marcum LLP as their independent registered public accounting firm effective December 4, 2024, primarily to establish a new audit relationship following the spin-off of its subsidiary, Healthy Choice Wellness Corp. The audit reports from Marcum were not adverse and did not include significant disagreements but did express substantial doubt about the company's ability to continue as a going concern. The company also reported material weaknesses in its internal controls over financial reporting as of the end of fiscal years 2023 and 2022. The Audit Committee has appointed TAAD, LLP as the new independent registered public accounting firm effective January 22, 2025. The company received a ruling from the U.S. Court of Appeals relating to a patent case against Philip Morris, which resulted in the dismissal of the patent infringement action on December 31, 2024.
Additional details:
Audit Committee Dismissal Date: 2024-12-04
New Audit Firm: TAAD, LLP
Appointment Date: 2025-01-22
Patent Case Ruling Date: 2024-11-22
Dismissal Of Patent Action Date: 2024-12-31
Form Type: 8-K
Filing Date: 2024-09-19
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224037183
Filing Summary: The document announces the completion of a spin-off by Healthier Choices Management Corp., resulting in the establishment of a new independent company, Healthy Choice Wellness Corp. The spin-off process involved a distribution of shares to existing shareholders of Healthier Choices Management Corp.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K/A
Filing Date: 2024-09-12
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224036054
Filing Summary: Healthier Choices Management Corp. has announced the spin-off of Healthy Choice Wellness Corp. The record date for the distribution has been set for September 9, 2024, with the distribution date following on September 13, 2024. This transaction will involve a pro rata dividend providing shareholders with shares of HCWC common stock based on their holdings in HCMC. Additionally, the HCWC shares are expected to be listed on the NYSE American under the ticker "HCWC" commencing September 16, 2024.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K
Filing Date: 2024-09-11
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224035751
Filing Summary: Healthier Choices Management Corp. has announced the spin-off of its wholly-owned subsidiary, Healthy Choice Wellness Corp. The spin-off will involve distributing common shares of HCWC to Healthier Choices shareholders, thereby separating it from the parent company. This is a proactive move to benefit shareholders, who will receive shares of HCWC at a specified ratio. The record date for the distribution is set for September 9, 2024, with the actual distribution occurring three days later on September 12, 2024. The Class A common stock of HCWC will be listed under the symbol "HCWC" on the NYSE American starting September 13, 2024.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K/A
Filing Date: 2024-07-29
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224029398
Filing Summary: The announcement details the Sixth Amendment to a Securities Purchase Agreement, indicating a spin-off of the grocery and wellness businesses of Healthier Choices Management Corp., resulting in a new public company, specifically involving the issuance of Series A Convertible Preferred Stock. The completion date for the spin-off has been set for November 1, 2024, following necessary steps outlined in the amendment.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K/A
Filing Date: 2024-04-11
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224014312
Filing Summary: Healthier Choices Management Corp. announced an amendment to their Securities Purchase Agreement concerning its subsidiary, Healthy Choice Wellness Corp. The amendment involves terms regarding the issuance of warrants linked to the spin-off of Healthy Choice Wellness Corp. from the parent company. The announcement indicates ongoing developments related to the spin-off, but specific dates for the completion of the spin-off transaction were not provided.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K/A
Filing Date: 2024-04-09
Corporate Action: Spin-off
Type: Update
Accession Number: 000149315224014044
Filing Summary: The announcement details the impending spin-off of Healthier Choices Management Corp.’s grocery and wellness businesses into a newly created public company. Conditions regarding the spin-off are mentioned, including stipulations for institutional investors to purchase preferred stock in the new entity.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
Access 12: 000149315224
: 0
Percentage Spun Off: 100
Effective Date: 2024-09-13
Spin Off Id: 383
Form Type: 8-K/A
Filing Date: 2024-02-23
Corporate Action: Spin-off
Type: New
Accession Number: 000149315224007665
Filing Summary: The announcement details modifications to a Securities Purchase Agreement as part of preparations for a spin-off of HCMC's grocery and wellness businesses, allowing investors to purchase shares in a newly created public company resulting from the spin-off. Specific details regarding the new company's CIK and the percentage being spun off were not provided.
Additional details:
Newco Cik: 1948864
Parent Cik: 844856
File Number: 001-36469
:
Percentage Spun Off: 100
Effective Date: 2024-09-13
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