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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 9
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).
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. 9 on Form 8-K/A to the Form 8-K filed on August 23, 2022, is being filed in part for the purpose of filing Exhibit 10.1
and describing the Eighth Amendment to the Securities Purchase Agreement.
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment
to Securities Purchase 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 and the Offering are completed
prior to December 1, 2023 (“Completion Date”).
On
October 30, 2023, 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.
On
July 24, 2024, the parties to the SPA entered into a Sixth Amendment to the Securities Purchase Agreement, pursuant to which the Company
and such parties agreed to amend the Completion Date to November 1, 2024.
On
November 27, 2024, the parties to the SPA entered into a Seventh Amendment to the Securities Purchase Agreement, pursuant to which the
Company and such parties agreed to amend the Completion Date to May 31, 2025.
On
April 11, 2025, the parties to the SPA entered into an Eighth Amendment to the Securities Purchase Agreement, pursuant to which the Company
and such parties agreed to amend the Completion Date to October 31, 2025.
On
October 30, 2025, the parties to the SPA entered into an Ninth Amendment to the Securities Purchase Agreement, pursuant to which
the Company and such parties agreed to amend the Completion Date to April 1, 2027.
The
foregoing description of the Ninth 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.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Ninth Amendment to Securities Purchase Agreement, dated as of October 30, 2025, by and among Healthier Choices Management Corp. and the purchasers named therein |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 5, 2025 |
By: |
/s/
Jeffrey E. Holman |
| |
|
Jeffrey
E. Holman |
| |
|
Chief
Executive Officer |
