The board of Healthier Choices Management Corp. (OTCPK:HCMC) intent to spin-off Natural Foods Grocery and Wellness Businesses on August 22, 2022. Grocery and wellness business will run into a separate entity that is publicly traded on a Trading Market and spin-off is done in a tax-free distribution to its stockholders. A stock dividend to HCMC shareholders of the stock in NewCo, on a to be determined record date, of 100% of the initially issued shares in the new public company, subject to certain dividend conditions. Spin Off Securities for each Holder an amount of shares equal to the number thereof which would have been issued to the Holders had all of the Holders' Preferred Stock outstanding on the record date (the “ Record Date ”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Corporation(the “ Outstanding Shares ”) been converted as of the close of business on the business day immediately before the Record Date (the “ Reserved Spin Off Shares ”), and (ii) to be issued to the Holders on the conversion of all or any of the Outstanding Shares, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction, of which (I) the numerator is the Stated Value of the Outstanding Shares of the Investor then being converted. The calculation for the dividend will be based upon the number of qualifying shares of HCMC divided by the amount of initially issued shares of HCWC. At present, company anticipate the ratio being approximately 71,000 to 1, meaning, for every 71,000 shares of HCMC common stock owned, a shareholder will receive one (1) share of HCWC common stock. The final ratio numbers will be determined on the record date based on the HCMC shares outstanding on such date.

The Company shall not consummate the Spin-off prior to the two-month anniversary of the Closing Date. February 14, 2023, Healthier Choices Management Corp announced the confidential submission of a Form S-1 draft registration statement with the U.S. Securities and Exchange Commission (‘SEC') for the spin-off of its natural food grocery and wellness operations to a wholly owned subsidiary, Healthier Choices Wellness Corp. (‘HCWC'), by way of dividend to HCMC stockholders. The closing of the sale of the NewCo Series A Stock is expected to be contemporaneous with the completion of the Spinoff transaction and the effectiveness of the registration of the NewCo common stock.

May 1, 2023, has been set as the record date for the dividend of shares of common stock of Healthier Choices Wellness Corp. to be distributed to HCMC stockholders in conjunction with the spin-off. Spin-off is expected to be completed in in the fourth quarter of 2022. The spin-off is expected to be completed in the first half of 2023. Equity Stock Transfer, LLC acted as transfer agent. As of May 26, 2023, Healthier Choices Management Corp. announced that record date for the stock dividend for the spinoff which was previously set for May 1, 2023, has been cancelled and Healthier Choices Wellness will update its stockholders with respect to the distribution, and the new record date, as soon as circumstances so permit.