Item 1.01 Entry into a Material Definitive Agreement.

Healthier Choices Management Corp. ("HCMC"), through its wholly owned subsidiary, Healthy Choice Markets IV, LLC (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement"), effective as of October 12, 2022, with Dean's Natural Food Market of Shrewsbury, Inc., a New Jersey corporation, Green's Natural Foods, Inc., a Delaware corporation, Dean's Natural Food Market of Chester, LLC, a New Jersey limited liability company, Dean's Natural Food Market of Basking Ridge, LLC, a New Jersey limited liability company, and Dean's Natural Food Market, Inc., a New Jersey corporation (collectively, the "Sellers"), and shareholders of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin chain with eight store locations in New York and northern and central New Jersey (the "Stores"). The cash purchase price under the Purchase Agreement is approximately $5,000,000, with an additional $1,779,802 paid for inventory at closing. In addition, the Company will assume all lease obligations for the Stores.

The Purchase Agreement contains customary representations, warranties, and covenants of the Sellers and the Company. The Purchase Agreement also includes restrictive covenants from the Sellers for the benefit of the Company. The transaction closed on October 14, 2022.

There is no material relationship between the Company, on the one hand, and Sellers, 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 October 14, 2022, HCMC, through its wholly owned subsidiary, Healthy Choice Markets IV, LLC, completed its acquisition of the assets of the Sellers pursuant to the terms of the Purchase Agreement.

Item 8.01. Other Events.

On October 17, 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 October 12, 2022, by and among (i)
               Healthy Choice Markets IV, LLC, a Florida limited liability company,
               (ii) Dean's Natural Food Market of Shrewsbury, Inc., a New Jersey
               corporation, Green's Natural Foods, Inc., a Delaware corporation,
               Dean's Natural Food Market of Chester, LLC, a New Jersey limited
               liability company, Dean's Natural Food Market of Basking Ridge, LLC, a
               New Jersey limited liability company, and Dean's Natural Food Market,
               Inc., a New Jersey corporation, (iii) Jimmy C. Mathews, an individual
               resident of Texas, Starmak Consulting, LLC, a Texas limited liability
               company, Red Oak Equity Partners, LLC, a Texas limited liability
               company, Hudson Equity Partners, LLC, a Texas limited liability
               company, and (iv) Shine Paul, as the Seller Representative (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 HCMC issued on October 17, 2022.

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