Healthier Choices Management Corp.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-022965
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 43 current paragraphs.
31 unchanged; 9 reworded; 3 added; 7 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 3 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
As disclosed in Note 1 to the condensed consolidated financial statements, the Company entered into a Distribution Agreement on November 27, 2025, to commercialize a new product line, Quitcubes, utilizing the Company’s NatureTine™ ingredient. The distributor is responsible for marketing, customer fulfillment, and website management, while the Company is responsible for manufacturing. The launch was originally anticipated in the first quarter of 2026 but was delayed as the Company established the necessary operational infrastructure. As a result, the Company recorded no net sales from Quitcubes for the three months ended March 31, 2026. Subsequent to quarter end, the Company has made significant progress and expects the official commercial launch to occur in June 2026. Management believes the successful launch of Quitcubes is critical to generating future revenue and addressing the Company’s recurring losses.
Current report
On March 27, 2026, the Company terminated its prior $5 million credit facility with a private lender, and entered into a new $5 million Sabby Loan Agreement. The Sabby Facility matures on December 31, 2026, bears interest at 12% per annum, and allows for advances from time to time subject to the terms and conditions of the loan agreement. In connection with the Sabby Facility, the Company received an initial advance of $500,000. The remaining $4.5 million is available for future draws.
Current report
Total operating expenses decreased by $1.4 million to $0.8 million for the three months ended March 31, 2026, compared to $2.2 million for the same period in 2025. The decrease was primarily attributable to a $1.1 million reduction in stock-based compensation expense, as well as a $0.3 million decrease in professional fees, payroll and benefits, and insurance expense.
Removed paragraphs (7)
Previous report
HCWC Spin-Off
Previous report
On September 13, 2024, HCMC completed the Spin-off of our Grocery business into an independent publicly traded company HCWC. As a result, the operating results for the HCWC through the date of the Spin-off are reported in Net Loss from Discontinued Operations in the Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities are reported as Assets and Liabilities of Discontinued Operations on the Consolidated Balance Sheets.
Previous report
Unless otherwise noted, all amounts, percentages and discussion reflect only the results of operations and financial condition from our continuing operations.
Previous report
Total operating expenses of $2.1 million for the three months ended September 30, 2025 remained consistent with the same period in 2024.
Previous 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.
Previous report
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 report
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.
Reworded paragraphs (9)
Previous 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.
Current wording
The Company currently and historically has reported net losses and cash outflows from operations. As of March 31, 2026, the Company had cash and cash equivalent of approximately $1.1 million and negative working capital of $0.8 million. The Company’s liquidity needs through March 31, 2026 have been satisfied through financing agreement with private lenders.
Previous wording
The Company believes its cash on hand and its ability to draw on its $5 million line of credit will enable the Company to meet its obligations and capital requirements for at least twelve months from the date these financial statements are issued. Accordingly, no adjustment has been made to the financial statements to account for this uncertainty.
Current wording
Management believes that the Company’s cash on hand, together with the availability of up to $4.5 million in additional draws under the Sabby Loan Agreement, will enable the Company to meet its obligations and capital requirements for at least twelve months from the date these financial statements are issued. Accordingly, no adjustment has been made to the financial statements to account for this uncertainty.
Previous 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.
Current wording
Total other income (expense), net $20,000 for the three months ended March 31, 2026 was mainly attributable to interest income of approximately $7,000 and $13,000 miscellaneous income. Total other income (expense), net of $14,000 for the three months ended March 31, 2025 consists of $23,000 loss on asset disposal offset by net interest income of $9,000.
Previous 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:
Current wording
The following table and the discussion present the Company’s cash activities on continuing basis for three months ended March 31, 2026 and 2025:
Previous 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.
Current wording
Our net cash used in operating activities of approximately $0.6 million for the three months ended March 31, 2026 resulted from a net loss of $0.8 million, offset by a non-cash adjustment of approximately $13,000 and a net cash change of $0.2 million from changes in operating assets and liabilities. Our net cash used in operating activities of approximately $1.0 million for the three months ended March 31, 2025 resulted from a net loss of $2.2 million, offset by a non-cash adjustment of $1.2 million and a net cash change of $40,000 from changes in operating assets and liabilities.
Previous 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.
Current wording
There was no cash used in investing activities for the three months ended March 31, 2026 and 2025.
Previous 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.
Current wording
The net cash provided by financing activities of $0.6 million for the three months ended March 31, 2026 is primarily due to $0.1 million net transfers from HCWC and $0.5 million cash proceeds from Sabby loan advance. The net cash provided by financing activities of $0.5 million for the three months ended March 31, 2025 is primarily due to $1.0 million net transfer from HCWC and $0.5 million cash payment of the credit line.
Previous 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.
Current wording
The Company reported a net loss from continuing operation of $0.8 million for the three months ended March 31, 2026. The Company also had negative working capital of $0.8 million. The Company expects to continue incurring losses for the foreseeable future.
Previous wording
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
The Company anticipates its current cash and its ability to draw up to $4.5 million under the Sabby Loan Agreement will be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the condensed consolidated financial statements.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.