Healthier Choices Management Corp
For the period ended Dec 31, 2023. Filed Mar 27, 2024.
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FY2023 · Filed Mar 27, 2024
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Exhibit Index
| Exhibit · Incorporated by Reference · Filed or Furnished | ||||
|---|---|---|---|---|
| No. · Exhibit Description · Form · Date · Number · Herewith | ||||
| 1.1 | Form of Underwriting Agreement | S-1 | 7/10/15 | 1.1 |
| 2.1(a) | Business Sale Offer and Acceptance Agreement, dated April 11, 2016, by and between Vapor Corp. and Ada’s Whole Food Market LLC | 8-K | 5/23/16 | 2.1 |
| 2.1(b) | Asset Purchase Agreement, dated July 29, 2016, by and between Vapor Corp. and VPR Brands, L.P. | 8-K | 8/3/16 | 1.1 |
| 2.1(c) | Asset Purchase Agreement, dated November 19, 2018, by and among the Company and Paradise Health Foods, Inc. | 8-K | 11/21/18 | 2.1 |
| 2.1(d) | Membership Interest Purchase Agreement, dated December 14, 2018, by and among Healthy U Wholesale, Inc. and the Sellers named therein | 8-K | 12/26/18 | 2.2 |
| 2.1(e) | Asset Purchase Agreement, dated February 8, 2022, by and among the Healthy Choice Markets 3, LLC, Mother Earth’s Storehouse Inc., Christopher Schneider and Kevin Schneider | 8-K | 2/8/22 | 2.1 |
| 2.1(f) | Commercial Contract of Sale, dated of 9th day of February, 2022, between Mother Earth’s Storehouse, Inc. and Healthy Choice Markets 3 Real Estate LLC | |||
| 3.1 | Certificate of Incorporation | 10-Q | 11/16/15 | 3.1 |
| 3.1(a) | Certificate of Amendment to Certificate of Incorporation | 8-K | 3/03/17 | 3.1 |
| 3.1(b) | Certificate of Amendment to Certificate of Incorporation | S-1 | 7/10/15 | 3.2 |
| 3.1(c) | Certificate of Amendment to Certificate of Incorporation | S-4 | 12/11/15 | 3.2 |
| 3.1(d) | Certificate of Amendment to Certificate of Incorporation | 8-K | 2/2/16 | 3.1 |
| 3.1(e) | Certificate of Amendment to Certificate of Incorporation | 8-K | 3/9/16 | 3.1 |
| 3.1(f) | Certificate of Amendment to Certificate of Incorporation | 8-K | 6/1/16 | 3.1 |
| 3.1(g) | Certificate of Amendment to Certificate of Incorporation | 8-K | 8/5/16 | 3.1 |
| 3.1(h) | Certificate of Designation of Preferences, Rights And Limitations of Series D Convertible Preferred Stock | 8-K | 2/8/21 | 2.1 |
| 3.1(i) | Cancellation of Certificate of Designations | |||
| 3.2 | Bylaws | 8-K | 12/31/13 | 3.4 |
| 10.1 | Form of Securities Purchase Agreement dated March 3, 2015 | 8-K | 3/05/15 | 10.1 |
| 10.2* | 2015 Equity Incentive Plan | S-1 | 6/01/15 | 10.28 |
| 10.3 | Form of Letter Agreement dated June 19, 2015 | 8-K | 6/25/15 | 10.4 |
| 10.4 | Form of Letter Agreement dated June 19, 2015 | 8-K | 6/25/15 | 10.5 |
| 10.9 | RLOC Credit Agreement, dated December 23, 2021, by and among Healthier Choices Management Corp. and Professional Bank | |||
| 10.10 | Revolving Credit Note, dated December 31, 2019, issued by Healthier Choices Management Corp. in favor of Professional Bank | |||
| Exhibit · Incorporated by Reference · Filed or Furnished | |||||
|---|---|---|---|---|---|
| No. | Exhibit Description | Form | Date | Number | Herewith |
| 10.11* | Amendment to Vapor Corp. 2015 Equity Incentive Plan | S-8 | 2/8/17 | 4.2 | |
| 10.12* | Form of Restricted Stock Award Agreement | 8-K | 8/20/18 | 10.4 | |
| 10.13* | Second Amended and Restated Employment Agreement, entered into as of February 26, 2021 by and between the Company and Christopher Santi | 8-K | 3/5/21 | 10.1 | |
| 10.14* | Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Jeffrey Holman | 10-K | 3/8/21 | 10.12 | |
| 10.15* | Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Christopher Santi | 10-K | 3/8/21 | 10.13 | |
| 10.16* | Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and John Ollet | 10-K | 3/8/21 | 10.14 | |
| 10.17* | Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Anthony Panariello | 10-K | 3/8/21 | 10.15 | |
| 10.18* | Second Amended and Restated Employment Agreement, dated as of February 2, 2022 by and between the Company and John Ollet | 8-K | 2/2/22 | 10.1 | |
| 10.19* | Amended and Restated Employment Agreement, dated as of March 13, 2018 by and between the Company and Jeffrey Holman | 8-K | 8/20/18 | 10.3 | |
| 10.20 | Securities Purchase Agreement, dated as of August 18, 2022, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K | 8/18/2022 | 10.1 | |
| 10.21 | First Amendment to Securities Purchase Agreement, dated as of March 1, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 3/6/23 | 10.1 | |
| 10.22 | Second Amendment to Securities Purchase Agreement, dated as of May 15, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 5/19/23 | 10.1 | |
| 10.23 | Third Amendment to Securities Purchase Agreement, dated as of October 30, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 11/3/23 | 10.1 | |
| 10.24 | Fourth Amendment to Securities Purchase Agreement, dated as of February 20, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 2/23/24 | 10.1 | |
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of Marcum LLP | Filed | |||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | |||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | |||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer (906) | Furnished** | |||
| 101.INS | XBRL Instance Document | Filed | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Link base Document | Filed | |||
| 101.DEF | XBRL Taxonomy Extension Definition Link base Document | Filed | |||
| 101.LAB | XBRL Taxonomy Extension Label Link base Document | Filed | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Link base Document | Filed | |||
- Management contract or compensatory plan or arrangement.
** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at 3800 North 28th Way, Hollywood, Florida 33020.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.