Current Report Filing (8-k)
22 November 2018 - 9:25AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 19, 2018
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
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(Commission
File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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3800
N. 28
th
Way, #1
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
November 19, 2018, a wholly owned subsidiary of Healthier Choices Management Corp. (the “Company”), entered into an
Asset Purchase Agreement (the “Purchase Agreement”) with Paradise Health Foods, Inc. (“Seller”).
Under the Purchase Agreement, the Company will, following satisfaction or waiver of applicable conditions to closing, purchase
certain assets and assume certain liabilities related to the Seller’s health and nutrition stores in Melbourne, Florida
and Palm Bay, Florida. The Company intends to continue to operate the stores under their existing name. The cash purchase price
under the Purchase Agreement is approximately $1.4 million, with an adjustment for the value of inventory at closing. In
addition, the Company will assume certain lease obligations and will enter into an employment agreement with the store manager.
The
Purchase Agreement contains customary representations, warranties, and covenants of Seller and the Company, including covenants
by Seller to continue to operate the stores in the ordinary course of business until the closing. The Purchase Agreement
also includes restrictive covenants and termination rights for the benefit of the Company.
The
parties’ obligations to consummate the transactions contemplated by the Purchase Agreement are subject to the satisfaction
or waiver of certain conditions. The transaction is expected to close on or about November 30, 2018. The transaction is
not subject to approval by the Company’s stockholders and is not subject to a financing condition.
There
is no material relationship between the Company, on the one hand, and Seller, on the other hand, other than in respect of the
Purchase Agreement.
A
copy of the Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full
text of such agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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HEALTHIER CHOICES MANAGEMENT
CORP.
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Date: November 21, 2018
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By:
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/s/
Jeffrey Holman
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Jeffrey Holman, Chief Executive Officer
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Exhibit
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