Material Agreement Form 8 K

Item 1.01.Entry into a Material Definitive Agreement.

On September 13, 2024, Healthier Choices Management Corp. ("HCMC" or the "Company") completed the previously announced spin-off (the "Spin-Off") of its subsidiary Healthy Choice Wellness Corp. ("HCWC"). The Spin-Off was completed by way of a pro rata distribution (the "Distribution") on September 13, 2024 of all of the then-issued and outstanding Class A and Class B common stock of HCWC (the "HCWC shares") to holders of record of HCMC's common stock as of 5:00 p.m., New York City time on September 9, 2024, the record date for the Spin-Off (the "Record Date").

As a result of the Distribution, which was effective as of 11:59 p.m. Eastern Time on September 13, 2024 (the "Effective Time"), HCWC is now an independent, publicly-traded company and the shares of the HCWC Class A common Stock are listed on the NYSE American Exchange under the symbol "HCWC." Trading in HCWC shares commenced on NYSE American on September 16, 2024. For each 208,632 shares of HCMC common stock held as of the Record Date, a HCMC stockholder received one share of HCWC Class A common stock and three shares of HCWC Class B common stock.

In connection with the Spin-Off, the Company entered into certain agreements with HCWC, including each of the following:

Summaries of certain terms of these agreements can be found in the section entitled "The Spin-Off" in HCWC's effective registration statement on Form S-1 (Registration No. 333-275209) (as amended, the "Form S-1") initially filed by HCWC with the Securities and Exchange Commission ("SEC") on October 27, 2023, and are incorporated herein by reference. Such summaries are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement and Transition Services Agreement, copies of which are attached as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this current report on Form 8-K and are incorporated herein by reference.