ITEM 1.01. Entry into a Material Definitive Agreement

On March 29, 2021, Healthier Choices Management Corp. (the "Company") entered into agreements (each an "Exchange Agreement") with certain holders (the "Holders") of the Company's indebtedness (the "Notes") in an aggregate amount of $1,290,260.64 to exchange the Notes for 1,172,964,218 shares of the Company's common stock at a price per share of $0.0011 (the "Exchange"), the closing bid price of the Company's common stock on March, 26 2021. The Notes were issued pursuant to that Loan and Security Agreement (the "Credit Agreement"), dated as of August 18, 2020, among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd. In connection with the Exchange, the Credit Agreement and all related loan documents will be terminated and the Holder's on the assets of the Company and its subsidiaries will be cancelled.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A form of Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number                                 Description
 10.1     Form of Exchange Agreement, dated as of March 29, 2021, by and between
          Healthier Choices Management Corp. and the holder of indebtedness
          named therein

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