8-K - HCMC - Equibles

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): April 23, 2023

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.)

3800North 28th Way

Hollywood,Florida 33020

(Address of Principal Executive Office) (Zip Code)

(305)

600-5004

(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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements withCertain Officers.

On April 23, 2023, the Board of Directors (the “Board”) of Healthier Choices Management Corp. (“HCMC”) approved the Second Amendment to the 2015 Equity Incentive Plan (the “Amended Plan”). The Amended Plan increased the number of shares of HCMC common stock authorized for issuance under the Amended Plan to 225,000,000,000 shares. HCMC’s board of directors has approved the issuance of approximately an additional 107,000,000,000 shares of restricted common stock to the employees and executive officers of HCMC. Each grant of restricted common stock will commence vesting of 12.5% of the award on February 1, 2024 and will vest in 12.5% increments on the last day of each calendar quarter thereafter through September 30, 2025. The Amended Plan is attached as Exhibit 10.1

Item 9.01 Exhibits

ExhibitNo.	Name
10.1	Second Amendment to 2015 Equity Incentive Plan
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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SIGNATURES

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

	Healthier Choices Management Corp.
Date: April 24, 2023	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

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Exhibit10.1

SECONDAMENDMENT

HEALTHIERCHOICES MANAGEMENT CORP.

2015EQUITY INCENTIVE PLAN

WHEREAS, Healthier Choices Management Corp. (the “Company”) sponsors and maintains its 2015 Equity Incentive Plan (the “Plan”);

WHEREAS, the Board of Directors of the Company (“Board”) has the authority, pursuant to Section 13.1 of the Plan, to amend the Plan; and

WHEREAS, the Board now desires to revise and specify the number of shares subject to the Plan;

NOW THEREFORE, the Plan is hereby amended as set forth below.

1.	Article<br> 3 of the Plan is hereby revised to read as follows:

“3. Shares Subject to the Plan.

3.1. Subject to adjustment in accordance with the Plan, a total of 225,000,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan. During the term of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

3.2. Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.

3.3. Subject to adjustment in accordance with the Plan, no Participant shall be granted, during any one year period, Options to purchase Common Stock and SARs with respect to more than 50,000,000,000 shares of Common Stock in the aggregate or any other Awards with respect to more than 50,000,000,000 shares of Common Stock in the aggregate. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall count toward the individual share limit set forth in this Section 3.

3.4 Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award.”

2.	In<br> all other respects the Plan shall remain in full force and effect.
Anthony Panariello	Clifford Friedman
---	---
Jeffrey Holman
Dated: April 23, 2023

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