Healthier Choices Management Corp.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-14.
0001641172-25-004607
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-27.
0001493152-26-013232
Item 7. 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 43 previous paragraphs and 46 current paragraphs.
34 unchanged; 9 reworded; 3 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 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 (3)
Current report
In December 2025, the Company improved its liquidity position by settling approximately $4.0 million debt with a related party through equity issuance. This transaction eliminated a significant current liability and strengthened the Company’s balance sheet.
Current report
Fair Value Measurements
Current report
The fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows:
Reworded paragraphs (9)
Previous wording
Total selling, general and administrative expenses increased $1.0 million from $7.5 million for the year ended December 31, 2023 to $8.4 million for the year ended December 31, 2024. The increase was primarily due to an increase in stock compensation.
Current wording
Total selling, general and administrative expenses decreased $1.4 million from $8.4 million for the year ended December 31, 2024 to $7.0 million for the year ended December 31, 2025. The decrease was primarily due to a decrease in stock compensation.
Previous wording
Total other income (expenses), net of $0.4 million for the year ended December 31, 2024 includes $0.3 million of other income and interest income of $0.1 million, offset by approximately $1,000 loss on investment. Net other expense of $1.1 million for the year ended December 31, 2023 includes $1.5 million provision for legal settlement in connection with alleged claimed battery defects for an electronic cigarette device, and $8,500 loss on investment, offset by $0.4 million of interest income.
Current wording
Total other income (expenses), net of $15,000 for the year ended December 31, 2025 includes $20,000 other expense and offset by approximately $35,000 interest income. Total other income (expenses), net of $0.4 million for the year ended December 31, 2024 includes $0.3 million of other income and interest income of $0.1 million, offset by approximately $1,000 loss on investment.
Previous wording
Our net cash used in operating activities of $0.6 million for the year ended December 31, 2024 resulted from our net loss of $8.1 million and a net cash provided by changes in operating assets and liabilities of $2.8 million, and a non-cash adjustment of $4.8 million. Our net cash used in continuing operating activities of $2.2 million for the year ended December 31, 2023 resulted from our net loss of $8.6 million, a net cash provided by changes in operating assets and liabilities of $2.7 million, and a non-cash adjustment of $3.7 million.
Current wording
Our net cash used in operating activities of $3.9 million for the year ended December 31, 2025 resulted from our net loss of $7.0 million and a net cash usage of $0.3 million from changes in operating assets and liabilities, and a non-cash adjustment of $3.4 million. Our net cash used in operating activities of $0.6 million for the year ended December 31, 2024 resulted from our net loss of $8.1 million and a net cash provided by changes in operating assets and liabilities of $2.8 million, and a non-cash adjustment of $4.8 million.
Previous wording
The net cash used in investing activities of $47,000 for the year ended December 31, 2024 resulted from purchases of property and equipment. The net cash provided by investing activities of $161,000 for the year ended December 31, 2023 resulted from the collection of a note receivable of $178,000, offset by purchases of a patent and property and equipment of $17,000.
Current wording
The net cash used in investing activities of $0 for the year ended December 31, 2025. The net cash used in investing activities of $47,000 for the year ended December 31, 2024 resulted from purchases of property and equipment.
Previous wording
The net cash used in financing activities of $1.8 million for the year ended December 31, 2024 is due to $4.1 million net transfer to HCWC related to Spin-Off and $2.3 million cash proceeds from related party. The net cash used in financing activities of $16.4 million for the year ended December 31, 2023 is due to Series E Preferred Stock redemptions and exercises, payment for deferred offering cost related with the spin off, and net parent investment.
Current wording
The net cash provided by financing activities of $3.4 million for the year ended December 31, 2025 consists of $3.8 million cash proceeds from related party, and offset by $0.4 million payment of line of credit. The net cash used in financing activities of $1.8 million for the year ended December 31, 2024 is due to $4.1 million net transfer to HCWC related to Spin-Off and $2.3 million cash proceeds from related party.
Previous wording
Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of our cash are concentrated in one large financial institution and are generally in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the Company’s cash position on continuing basis as of December 31, 2024 and December 31, 2023.
Current wording
Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of our cash is concentrated in one large financial institution and are generally in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the Company’s cash position on continuing basis as of December 31, 2025 and December 31, 2024.
Previous wording
As of December 31, 2024, the Company had cash of $1.2 million and negative working capital of $0.7 million. The Company has incurred recurring net losses and operations have not provided cash flows. The Company expects to continue incurring losses for the foreseeable future.
Current wording
As of December 31, 2025, the Company had cash of $1.1 million and negative working capital of $0.3 million. The Company has incurred recurring net losses and operations have not provided cash flows. The Company expects to continue incurring losses for the foreseeable future.
Previous wording
On November 7, 2024, the Company entered into a commitment letter with an investor that will allow the Company to draw up to $5 million from a revolving credit facility (the “Facility”) through August 31, 2025. Any advances will be used for working capital purposes. Any amounts borrowed pursuant to the Facility will be repayable in full on April 30, 2026 and the interest rate on the amounts borrowed is 12% per annum. The Company anticipates its current cash and its ability to draw from the $5 million credit line with private lender will be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements.
Current wording
On November 7, 2024, the Company entered into a commitment letter with an investor that will allow the Company to draw up to $5 million from a revolving credit facility (the “Facility”) through August 31, 2025. Any advances will be used for working capital purposes. Any amounts borrowed pursuant to the Facility will be repayable in full on April 30, 2026 and the interest rate on the amounts borrowed is 12% per annum. On April 11, 2025, the Company and the lender amended the agreement to extend the maturity date from April 30, 2026 to December 31, 2026. The Company anticipates its current cash and its ability to draw from the $5 million credit line with private lender will be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements.
Previous wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. These estimates include useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, and the valuation of the assets and liabilities acquired in business combinations. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Current wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. These estimates include useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, the fair value determination of shares issued in the debt settlement, and the valuation of the assets and liabilities acquired in business combinations. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.