UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2024

HEALTHIER CHOICES MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36469	84-1070932
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3800 N. 28^th Way, #1

Hollywood, Florida 33020

(Address of Principal Executive Office) (Zip Code)

(888) 766-5351

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		n/a		n/a

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 ~~1.01.~~Other ~~Entry into a Material Definitive Agreement~~Events.

On ~~September~~November 1322, 2024, Healthier Choices Management Corp. (“HCMC”) orreceived ~~the~~a ~~“Company”)~~ruling ~~completed~~from the ~~previously~~U.S. ~~announced~~Court of Appeals for the Federal ~~spin-off~~Circuit (the “~~Spin-Off~~Federal Circuit”) ofdenying ~~its~~an ~~subsidiary~~appeal ~~Healthy~~of ~~Choice~~HCMC ~~Wellness~~of ~~Corp.~~a ~~(“HCWC”).~~decision ~~The~~of ~~Spin-Off~~the ~~was~~United ~~completed by~~States ~~way~~Patent ofand aTrademark ~~pro~~Office Patent ~~rata~~Trial ~~distribution~~and Appeal Board (the “~~Distribution~~Board”) onrelating ~~September~~to ~~13,~~the ~~2024~~inter ofpartes ~~all~~review of ~~the~~an ~~then-issued~~HCMC ~~and~~patent. ~~outstanding~~The ~~Class~~Board Ahad ~~and~~ruled ~~Class~~that Bthe ~~common~~previously ~~stock~~granted ofHCMC ~~HCWC~~patent ~~(the~~that ~~“HCWC~~served ~~shares”)~~as tothe ~~holders~~basis of ~~record of~~ HCMC’s ~~common~~patent ~~stock~~infringement asaction ofagainst ~~5:00~~Philip Morris ~~p.m.~~USA, ~~New~~ ~~York~~Inc. ~~City~~and ~~time~~Philip onMorris ~~September~~Products 9,S.A. ~~2024,~~was ~~the~~not ~~record~~patentable ~~date~~and ~~for~~denied of HCMC’s request to amend the ~~Spin-Off~~claims (if invalidity of the ~~“Record~~patent ~~Date”)~~was affirmed.

AsHCMC ahas ~~result of~~ the ~~Distribution,~~right ~~which~~to ~~was~~seek ~~effective~~rehearing asby ~~of 11:59 p.m. Eastern Time on September 13, 2024 (~~the ~~“Effective~~panel ~~Time”), HCWC is now an independent, publicly-traded company and the shares~~ of the ~~HCWC~~Federal ~~Class~~Circuit Athat ~~common~~ruled ~~Stock are listed~~ on the ~~NYSE~~appeal ~~American~~or ~~Exchange under~~rehearing by the ~~symbol~~entire ~~“HCWC~~Federal Circuit.” HCMC ~~Trading~~is inevaluating ~~HCWC~~these ~~shares~~options. ~~commenced~~If onHCMC ~~NYSE~~elects ~~American~~not onto ~~September~~pursue ~~16,~~such ~~2024.~~a ~~For each 208~~rehearing,~~632~~ ~~shares of~~it ~~HCMC~~will ~~common~~be ~~stock~~required ~~held~~to asdismiss of the ~~Record~~patent ~~Date,~~infringement action aagainst ~~HCMC~~Philip ~~stockholder~~Morris ~~received~~USA, ~~one~~Inc. ~~share~~and ofPhilip ~~HCWC~~Morris ~~Class~~Products S.A. ~~common~~pending ~~stock~~in ~~and~~the ~~three~~district ~~shares of~~court ~~HCWC~~for ~~Class~~the BNorthern ~~common~~District ~~stock~~of Georgia.

InItem ~~connection~~9.01 ~~with the Spin-Off, the Company entered into certain agreements with HCWC, including each of the following:~~Exhibits

~~● a Separation and Distribution Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; and ● a limited duration Transition Services Agreement.~~None

Summaries of certain terms of these agreements can be found in the section entitled “The Spin-Off” in HCWC’s effective registration statement on Form S-1 (Registration No. 333-275209) (as amended, the “Form S-1”) initially filed by HCWC with the Securities and Exchange Commission (“SEC”) on October 27, 2023, and are incorporated herein by reference. Such summaries are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement and Transition Services Agreement, copies of which are attached as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this current report on Form 8-K and are incorporated herein by reference.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~ 2~~.01 Completion of Acquisition or Disposition of Assets.~~

The information contained in Item 1.01 is incorporated herein by reference.

The Registration Statement on Form S-1 relating to the Spin-off was declared effective on September 12, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
2.1		Form of Amended and Restated Separation and Distribution Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 2.1 to the Report on Form S-1 filed by Healthy Choice Wellness Corp. on September 19, 2024)
10.1		Form of Tax Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.2 to the Report on Form S-1 filed by Healthy Choice Wellness Corp. on December 21, 2023 (the “HCWC Form S-1”))
10.2		Form of Employee Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.3 to the HCWC Form S-1)
10.3		Form of Transition Services Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. (incorporated by reference to Exhibit 10.8 to the HCWC Form S-1)
10.4		Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHIER CHOICES MANAGEMENT CORP.
	Healthier Choices Management Corp.
Date: September 19, 2024	By:	/s/ Jeffrey E. Holman
Date: November 29, 2024	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

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