HEALTHIER CHOICES MANAGEMENT CORP. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2022, Healthier Choices Management Corp. (“HCMC”), through its
wholly owned subsidiary, Healthy Choice Markets 3, LLC (the “Company”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”) with Mother Earth’s Storehouse Inc. (“Mother Earth’s”) and its shareholders. Pursuant to the
Purchase Agreement, the Company acquired certain assets and assume certain
liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties,
New York. The Company intends to continue to operate the grocery stores under
their existing name. The cash purchase price under the Purchase Agreement is
approximately $3.9 million, with an additional $677,500 paid for inventory at
closing. In addition, the Company will assume a lease obligation for the
Kingston, NY store and will enter into an employment agreement with the store
manager.

The Purchase Agreement contains customary representations, warranties, and
covenants of Seller and the Company. The Purchase Agreement also includes
restrictive covenants from the Seller and its Shareholders for the benefit of
the Company. The transaction closed on February 9, 2022.

In connection with the Company’s acquisition of the assets of Mother’s Earth, a
wholly owned subsidiary of HCMC acquired for approximately $575,000 the historic
building that houses the Saugerties, NY store.

There is no material relationship between the Company, on the one hand, and
Seller, on the other hand, other than in respect of the Purchase Agreement.

A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The foregoing description
of the Purchase Agreement is qualified in its entirety by reference to the full
text of such Purchase Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 9, 2022, HCMC, through its wholly owned subsidiary, Healthy Choice
Markets 3, LLC, completed its acquisition of the assets of Mother Earth’s pursuant to the terms of the Purchase Agreement.

Item 8.01. Other Events.

On February 10, 2022, the Company issued a press release in connection with the
closing of the transactions contemplated by the Purchase Agreement. A copy of
the press release is attached as Exhibit 99.1 and is incorporated herein by
reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number      Description

  2.1         Asset Purchase Agreement, dated February 8, 2022, by and among the
            Healthy Choice Markets 3, LLC, Mother Earth's Storehouse Inc.,
            Christopher Schneider and Kevin Schneider (the exhibits and
            schedules to Exhibit 2.1 have been omitted in accordance with Item
            601(b)(2) of Regulation S-K. The Company agrees to furnish
            supplementally to the SEC, upon request, a copy of all omitted
            exhibits and schedules).

  99.1        Press release of the Company issued on February 10, 2022.

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