UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 18, 2024, Healthy Choice Wellness Corp. (“HCWC”), a subsidiary of the Issuer, entered into a Securities Purchase Agreement (the “SPA”) with institutional investors (the “Purchasers”) pursuant to which HCWC agreed to issue (1) unsecured promissory notes with an aggregate principal amount of $1.889 million (the “Notes”) and (2) shares of HCWC Class A common stock (the “Bridge Shares,” and together with the Notes, the “Securities”) in an aggregate amount equal to $1.889 million divided by the price of such stock sold in HCWC’s initial public offering of its Class A common stock (the “IPO”). The aggregate subscription price for the Securities was $1.7 million. The Notes were issued at a 10% original issue discount and accrue interest at a rate of 10% per annum. All accrued principal and interest on the Notes shall be due and payable upon the earlier of (1) at the closing of the IPO, (2) January 18, 2025 or (3) the time at which the balance is due and payable upon an event of default (as defined in the Notes).
Pursuant to the SPA, Purchasers will also be required to purchase an aggregate of $1.7 million of shares of Class A common stock in the IPO.
The issuances of the Notes and the Bridge Shares are exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission, on the basis that the Issuer and HCWC had a pre-existing relationship with the investor and there was no public offering. The Notes and the Bridge Shares may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.
HCWC expects to use the proceeds from the sale of the Securities for general working capital purposes.
The foregoing description of the Securities Purchase Agreement and the Notes is a summary and is qualified in its entirety by reference to the provisions thereof, copies of which are attached to this Current Report as Exhibits 10.1 and 10.2, which are incorporated by reference herein.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On January 18, 2024, HCWC issued the Notes. The terms of the Notes are described in Item 1.01 above, which descriptions are incorporated in their entirety by reference herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information regarding the Notes and the Bridge Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by reference in this Item 3.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Securities Purchase Agreement, dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named therein | |
| 10.2 | Form of Promissory Note | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
| 2 |
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: January 23, 2024 | By: | /s/ Jeffrey E. Holman |
| Jeffrey E. Holman | ||
| Chief Executive Officer | ||
| 3 |