Item 7.01. Regulation FD.
Healthier Choices Management Corp. (the "Company") issued a press release on
March 2, 2021 providing an update on the conversions of its Series C Convertible
Preferred Stock (the "Series C Stock") and other recent stock issuances.
As per the Company's previous filings, on August 16, 2018, the Company entered
into Warrant Exchange Agreements with certain holders of its Series A Warrants
to exchange 46,048,318 Series A Warrants for 20,722 shares of Series B Stock.
The Series A Warrants acquired by the Company in that exchange represented
approximately 92% of the outstanding Series A Warrants and would have been
convertible into 460,483,180,000 shares of Company common stock if exercised as
of the date of the Warrant Exchange Agreements. This exchange reduced the amount
of common stock to be converted from the Series A Warrants from 460,483,180,000
to 207,220,000,000 - an approximate 45% savings in dilution for the company and
its common stock shareholders.
As further disclosed in previous filings, on September 25, 2020, the Company
agreed to issue 20,150 Shares of its Series C Convertible Preferred Stock (the
"Series C Stock") pursuant to Exchange Agreements with holders of its Series B
Convertible Preferred Stock (the "Series B Stock") in exchange for all of the
outstanding Series B Stock, none of which had previously been converted to
common stock.
Since the issuance of 20,150 shares of Series C Stock, 19,234 shares have been
converted into common stock, leaving only 916 shares of Series C Stock left for
conversion. Approximately 95% of the Series C Stock has now been converted and
cancelled.
In addition, since September 30, 2020, 625,000,000 stock options of the Company
have been exercised into common stock. Finaly, 2,250,000,000 shares of
restricted stock has been issued pursuant to contractual agreements with the
Company's officers and directors.
The current outstanding share count of the Company's common stock as of March 2,
2021 is 300,334,508,856.
The information disclosed under this Item 7.01 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and shall not be deemed incorporated by reference into any
filing made under the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release of Healthier Choices Management Corp. dated March 2,
2021 regarding updates on recent conversions of its Series C Preferred
Stock.
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