HOLLYWOOD, FL, Sept. 12, 2023 (GLOBE NEWSWIRE) -- Today Healthy Choice Wellness Corp. {“HCWC”), a wholly owned subsidiary of Healthier Choices Management Corp. (OTC Pink: HCMC) - announced the public filing of its Form S-1 with the U.S. Securities and Exchange Commission (1) for the initial public offering (IPO) of its Class A Common stock and (2) in connection with the Spin-Off of its wellness segment subsidiaries.
As previously announced, HCMC intends to spin off its wellness-based subsidiaries, namely its 14 natural and organic health food stores, wellness center and online entity at TheVitaminStore.com. The HCWC common stock will be distributed through a dividend to owners of record of HCMC on a date to be determined. The dividend will be on a pro rata basis based on the ownership of HCMC on said record date with certain conditions. HCMC shareholders will not forfeit any of their HCMC common stock.
The IPO is for 400,000 shares of Class A common stock to be issued by HCWC. The underwriters will also be granted a 30-day option to purchase up to an additional 60,000 shares at the IPO price, less underwriting discounts, and commissions. HCMC anticipates that it will distribute approximately 1,880,000 shares of HCWC Class A common stock and 7,520,000 shares of HCWC Class B common stock in the spin-off. The HCWC Class A common stock will be freely tradable upon issuance. For a period of 90 days following the Spin-Off (the “Lock Up Period”), HCWC’s Class B stockholders will be restricted from selling, disposing of, or hedging any shares of this Class B common stock. Upon the expiration of the Lock Up Period, the Class B common stock will automatically convert into Class A common stock which will also be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act").
HCWC is in the application process to list its common stock on the NYSE American Exchange under the symbol “HCWC.” Upon completion of the IPO and the spin off, HCMC will not own any capital stock of HCWC.
Following the spin off, HCMC will continue to own its entire patent suite, in both the United States and Canada, and will continue to market its patented products, seek out licensing and royalty agreements, and enforce its rights against infringers of its patents.
Jeff Holman, CEO of HCMC, had this to say, “We are pleased to have publicly filed the HCWC S-1 and we will strive to complete the HCWC initial public offering and the spin-off in the fourth quarter of this year.”
Mr. Holman continued, “We will be announcing a new record date for ownership of HCMC in order to qualify for receipt of the dividend stock of the spin-off subsidiary, Healthy Choice Wellness Corp (HCWC). For the sake of clarity, each shareholder of HCMC that qualifies for the dividend will be given two classes of HCWC common stock. The Class A common stock, which will represent 20% of the total dividend to which the shareholder is entitled, will be immediately freely tradable. The Class B common stock, which will represent 80% of the total dividend to which the shareholder is entitled, will convert into Class A common stock after 90 days and will become tradable at that point in time.”
A registration statement (Registration No. 333-274435) on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act. This announcement is being issued in accordance with Rule 134 under the Securities Act. The proposed offering will be made only by means of a prospectus.
Maxim Group LLC will act as the underwriter for the proposed initial public offering.
About Healthier Choices Management Corp.
Healthier Choices Management Corp. (www.hcmc1.com) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.
Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, HCMC manages and intends to expand its intellectual property portfolio. Additionally, HCMC markets its patented Q-Unit™ and Q-Cup® technology. Information on these products and the technology is available on the Company’s website at www.theQcup.com.
About Healthy Choice Wellness Corp.
Through its wholly owned subsidiaries, HCWC operates:
- Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins, and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items (www.Adasmarket.com)
- Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items, (www.ParadiseHealthDirect.com)
- Mother Earth’s Storehouse, a two-store organic and health food and vitamin chain in New York’s Hudson Valley, has been in existence for over 40 years. (www.MotherEarthStorehouse.com)
- Greens Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products (www.greensnaturalfoods.com)
Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, HCWC operates through a licensing agreement for Healthy Choice Wellness Centers located at the Casbah Spa and Salon in Fort Lauderdale, FL,
This center offers multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration. (www.HealthyChoiceWellness.com)
Through its wholly owned subsidiary, Healthy U Wholesale, HCWC sells vitamins and supplements, as well as health, beauty, and personal care products on its website www.TheVitaminStore.com.
Forward Looking Statements.
This press release contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by HCWC and HCMC from time to time in filings with the Securities and Exchange Commission (SEC) or otherwise. Statements contained in this press release that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. Neither HCWC nor HCMC assumes any obligation to update these statements. Forward looking statements may include, but are not limited to, projections or estimates of revenue, income, or loss, exit costs, cash flow needs and capital expenditures, statements regarding future operations, expansion or restructuring plans, including our recent exit from, and winding down of our wholesale distribution operations. In addition, when used in this release, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” and “plans” and variations thereof and similar expressions are intended to identify forward looking statements.
Factors that may affect our future results of operations and financial condition include, but are not limited to, fluctuations in demand for our products, the introduction of new products, our ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of our liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in our filings with the SEC.
Contact Information:
Healthier Choices Management Corp.
3800 North 28TH Way, #1
Hollywood, FL 33020
305-600-5004
Email: ir@hcmc1.com
