Healthier Choices Management Corp.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023521
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-021113
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 49 previous paragraphs and 49 current paragraphs.
36 unchanged; 12 reworded; 1 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Total operating expenses for the nine months ended September 30, 2025 and 2024 were $6.2 million and $6.3 million,, respectively, and the decrease was attributable to the decrease in professional fee.
Reworded paragraphs (12)
Previous wording
The Company currently and historically has reported net losses and cash outflows from operations. As of June 30, 2025, the Company had cash and cash equivalent of approximately $1.1 million and negative working capital of $2.6 million. The Company’s liquidity needs through June 30, 2025 have been satisfied through financing agreement with private lenders.
Current wording
The Company currently and historically has reported net losses and cash outflows from operations. As of September 30, 2025, the Company had cash and cash equivalent of approximately $1.1 million and negative working capital of $3.5 million. The Company’s liquidity needs through September 30, 2025 have been satisfied through financing agreement with private lenders.
Previous wording
Total operating expenses of $2.0 million for the three months ended June 30, 2025 remained consistent with the same period in 2024.
Current wording
Total operating expenses of $2.1 million for the three months ended September 30, 2025 remained consistent with the same period in 2024.
Previous wording
Total other income (expense), net of $12,000 for the three months ended June 30, 2025 consists of interest income of $9,000 and other miscellaneous income of $3,000. Total other income (expense), net of $55,000 for the three months ended June 30, 2024 was mainly attributable to interest income.
Current wording
Total other income (expense), net of $9,000 for the three months ended September 30, 2025 was mainly attributable to interest income of $9,000. Total other income (expense), net of $275,000 for the three months ended September 30, 2024 consisted of interest income of approximately $15,000 and $260,000 miscellaneous income related to professional fee write off.
Previous wording
The following table sets forth our unaudited condensed consolidated Statements of Operations for the six months ended June 30, 2025 and 2024 that is used in the following discussions of our results of operations:
Current wording
The following table sets forth our unaudited condensed consolidated Statements of Operations for the nine months ended September 30, 2025 and 2024 that is used in the following discussions of our results of operations:
Previous wording
Net sales and cost of sales were de minimis for the six months ended June 30, 2025 and 2024. The Company closed all its brick-and-mortar retail vape stores, as management had shifted its retail sales focus to the wholesale and online channel. The sales and cost of sales for the six months ended June 30, 2025 and 2024 continued to be significantly impacted by the inability to bring new products to market via distribution.
Current wording
Net sales and cost of sales were de minimis for the nine months ended September 30, 2025 and 2024. The Company closed all its brick-and-mortar retail vape stores, as management had shifted its retail sales focus to the wholesale and online channel. The sales and cost of sales for the nine months ended September 30, 2025 and 2024 continued to be significantly impacted by the inability to bring new products to market via distribution.
Previous wording
Total other income (expense), net of $2,000 for the six months ended June 30, 2025 consists of $22,000 loss on asset disposal offset by net interest income of $17,000 and other miscellaneous income of $3,000. Total other income (expense), net of $99,000 for the six months ended June 30, 2024 primarily consists of interest income of $100,000, and loss on investment of $1,000.
Current wording
Total other income (expense), net of $6,000 for the nine months ended September 30, 2025 consists of $23,000 loss on asset disposal offset by net interest income of $26,000 and other miscellaneous income of $3,000. Total other income (expense), net of $373,000 for the nine months ended September 30, 2024 primarily consists of interest income of $115,000, miscellaneous income of $260,000, and loss on investment of $1,000.
Previous wording
The following table and the discussion present the Company’s cash activities on continuing basis for six months ended June 30, 2025 and 2024:
Current wording
The following table and the discussion present the Company’s cash activities on continuing basis for nine months ended September 30, 2025 and 2024:
Previous wording
Our net cash used in operating activities of approximately $2.0 million for the six months ended June 30, 2025 resulted from a net loss of $4.2 million, offset by a non-cash adjustment of $2.3 million and a net cash change of $0.1 million from changes in operating assets and liabilities. Our net cash provided by operating activities of approximately $0.5 million for the six months ended June 30, 2024 resulted from a net loss of $4.1 million, offset by a non-cash adjustment of $2.4 million and a net cash change of $2.2 million from changes in operating assets and liabilities.
Current wording
Our net cash used in operating activities of approximately $3.1 million for the nine months ended September 30, 2025 resulted from a net loss of $6.3 million, offset by a non-cash adjustment of $3.4 million and a net cash change of $0.2 million from changes in operating assets and liabilities. Our net cash provided by operating activities of approximately $1.0 million for the nine months ended September 30, 2024 resulted from a net loss of $5.9 million, offset by a non-cash adjustment of $3.6 million and a net cash change of $3.3 million from changes in operating assets and liabilities.
Previous wording
There was no cash used in investing activities for the six months ended June 30, 2025. The net cash used in investing activities of $47,000 for the six months ended June 30, 2024 resulted from purchases of property and equipment.
Current wording
There was no cash used in investing activities for the nine months ended September 30, 2025. The net cash used in investing activities of $47,000 for the nine months ended September 30, 2024 resulted from purchases of property and equipment.
Previous wording
The net cash provided by financing activities of $1.5 million for the six months ended June 30, 2025 is primarily due to $1.9 million net transfers from HCWC and $0.4 million cash payment of the credit line. Net cash used in financing activities of approximately $1.8 million for the six months ended June 30, 2024 is due to $1.3 million investments in HCWC and $0.4 million payments for deferred offering cost related with Spin-Off.
Current wording
The net cash provided by financing activities of $2.5 million for the nine months ended September 30, 2025 is primarily due to $3.0 million net transfers from HCWC and $0.5 million cash payment of the credit line. The net cash used in financing activities of $2.1 million for the nine months ended September 30, 2024 is primarily due to $4.1 million net transfer to HCWC related to Spin-Off and $2.0 million cash proceeds from related party.
Previous wording
The Company reported a net loss from continuing operation of $4.2 million for the six months ended June 30, 2025. The Company also had negative working capital of $2.6 million. The Company expects to continue incurring losses for the foreseeable future.
Current wording
The Company reported a net loss from continuing operation of $6.3 million for the nine months ended September 30, 2025. The Company also had negative working capital of $3.5 million. The Company expects to continue incurring losses for the foreseeable future.
Previous wording
There have been no material changes to the Company’s critical accounting policies and estimates except allocation of corporate general expense as compared to the critical accounting policies and estimates described in the 2024 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our condensed consolidated financial statements. Allocation of corporate general expenses to HCWC in year 2024 was a result of recently completed spin-Off of HCWC, which led to a reevaluation of how corporate general expenses were allocated. The Company adopted a proportional cost allocation method to allocate parent expense to the carve-out entity. There was no expense allocation for the three and nine months ended June 30, 2025.
Current wording
There have been no material changes to the Company’s critical accounting policies and estimates except allocation of corporate general expense as compared to the critical accounting policies and estimates described in the 2024 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our condensed consolidated financial statements. Allocation of corporate general expenses to HCWC in year 2024 was a result of recently completed spin-Off of HCWC, which led to a reevaluation of how corporate general expenses were allocated. The Company adopted a proportional cost allocation method to allocate parent expense to the carve-out entity.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Total operating expenses of $4.2 million for the six months ended June 30, 2025 remained consistent with the same period in 2024.