---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-014312"
form_type: "8-K/A"
ticker: "HCMC"
cik: "0000844856"
company_name: "Healthier Choices Management Corp."
filed_at: "2024-04-11T23:59:59+00:00"
generated_at: "2026-06-04T00:14:08.620750+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# HCWC subsidiary issues $1.889M notes and bridge warrants to institutional investors

## Summary
- Unsecured promissory notes of $1.889M aggregate principal at 10% OID, 10% annual interest, due at IPO or Jan 18, 2025.
- Bridge warrants issued with $0.01/share exercise price, exercisable after IPO registration effective, subject to 9.99% beneficial ownership limit.
- Warrant shares = face value of bridge note divided by $10; number adjusts if IPO price below $10 per share.
- Amendment extends deadline for HCWC spin-off; investors obligated to buy ~$11M Series A Convertible Preferred Stock.
- Proceeds from the securities sale are for general working capital purposes.

## SEC filing metadata
- accession: 0001493152-24-014312
- form_type: 8-K/A
- ticker: HCMC
- cik: 0000844856
- company_name: Healthier Choices Management Corp.
- filed_at: 2024-04-11T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/844856/000149315224014312/0001493152-24-014312-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/844856/000149315224014312/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-014312
- JSON: https://secwatch.observer/filing/0001493152-24-014312.json
- Plain text: https://secwatch.observer/filing/0001493152-24-014312.txt

## Key facts
- Debt Financings
  Healthier Choices Management Corp. incurred debt of $1.889 million with institutional investors at 10% per annum maturing the earlier of (1) at the closing of the IPO, (2) January 18, 2025 or (3) the time at which the balance is due and payable upon an event of default.
  - Principal: $1.889 million
  - Counterparty: institutional investors
  - Rate: 10% per annum
  - Maturity: the earlier of (1) at the closing of the IPO, (2) January 18, 2025 or (3) the time at which the balance is due and payable upon an event of default
  - Event: incurrence
  source text: (the “SPA”) with institutional investors (the “Purchasers”) pursuant to which HCWC agreed to issue (1) unsecured promissory notes with an aggregate principal amount of $1.889 million (the “Notes”) and (2) shares of HCWC Class A common stock (the “Bridge Shares” and together with the Notes, the “Securities”) in an aggregate amount equal to $1.889 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/844856/000149315224014312/0001493152-24-014312-index.htm
- Material Agreements
  Healthier Choices Management Corp. entered into Securities Purchase Agreement with institutional investors valued at $1.889 million (effective 2024-01-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: institutional investors
  - Value: $1.889 million
  - Effective: 2024-01-18
  source text: Healthy Choice Wellness Corp. (“HCWC”), a subsidiary of the Issuer, entered into a Securities Purchase Agreement (the “SPA”) with institutional investors (the “Purchasers”) pursuant to which HCWC agreed to issue (1) unsecured promissory notes with an aggregate principal amount of $1.889 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/844856/000149315224014312/0001493152-24-014312-index.htm
- Material Agreements
  Healthier Choices Management Corp. amended Securities Purchase Agreement with Purchasers (effective 2024-04-08).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Purchasers
  - Effective: 2024-04-08
  source text: On April 8, 2024, HCWC and the Purchasers entered into the Amendment in order to issue the Bridge Warrants in lieu of the Bridge Shares
  evidence_url: https://www.sec.gov/Archives/edgar/data/844856/000149315224014312/0001493152-24-014312-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.