SCHEDULE
13D
| 1
|
NAMES
OF REPORTING PERSONS |
| |
|
| |
Jeffrey
E. Holman |
| |
|
| 2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| |
|
| |
(a)
☐ |
| |
(b)
☐ |
| 3
|
SEC
USE ONLY |
| |
|
| |
|
| 4
|
SOURCE
OF FUNDS (See Instructions) |
| |
|
| |
OO
(see Item 3 below) |
| 5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| |
|
| |
☐ |
| 6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
| |
United
States of America |
| |
7
|
SOLE
VOTING POWER |
| |
|
|
| NUMBER
OF |
|
48,075,000,000
(see Item 5 below) |
| SHARES |
8
|
SHARED
VOTING POWER |
| BENEFICIALLY
|
|
|
| OWNED
BY |
|
-0- |
| EACH
|
9
|
SOLE
DISPOSITIVE POWER |
| REPORTING
|
|
|
| PERSON |
|
48,075,000,000 (see Item 5 below) |
| WITH |
10
|
SHARED
DISPOSITIVE POWER |
| |
|
|
| |
|
-0- |
| 11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
48,075,000,000
(see Item 5 below) |
| 12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| |
|
| |
☐ |
| 13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
| |
12.39%
(see Item 5 below) |
| 14
|
TYPE
OF REPORTING PERSON (See Instructions) |
| |
|
| |
IN |
Item
1. Security and Issuer.
This
Statement relates to the common stock, par value $0.0001 per share (“Common Stock”), of Healthier Choices Management
Corp., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3800 North
28th Way, #1, Hollywood, Florida 33020.
Item
2. Identity and Background.
| (a)
|
Name:
Jeffrey E. Holman (the “Reporting Person”) |
| |
|
| (b)
|
Business
Address: The Reporting Person’s business address is c/o Healthier Choices Management Corp., 3800 North 28th Way, #1,
Hollywood, Florida 33020. |
| |
|
| (c) |
Principal
Occupation or Employment: The Reporting Person’s principal occupation is serving as Chairman and Chief Executive Officer
of the Issuer. |
| |
|
| (d)
|
Criminal
Proceedings: During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| |
|
| (e)
|
Civil
Proceedings: During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
| |
|
| (f) |
Citizenship:
The Reporting Person is a citizen of the United States of America. |
Item
3. Source and Amount of Funds or Other Considerations.
Since
the first amendment to this Schedule 13D, the Reporting Person has forfeited 3,025,000,000 shares of restricted Common Stock. Other
than these forfeitures, the Reporting Person has not engaged in any other transactions in the Issuer’s Common Stock, including
no sales or purchases of the Common Stock.
The
information set forth in Item 4 is incorporated by reference herein.
Item
4. Purpose of Transaction.
As
described in Item 3 above, the Reporting Person acquired the securities identified in this Statement in connection with his service as
an officer and director of the Issuer and pursuant to the Issuer’s equity compensation plan. The option grant agreement includes
a provision that prevents the Reporting Person from exercising the Options into Common Stock to the extent (but only to the extent) that
such conversion would result in the Reporting Person, or any of its affiliates, beneficially owning (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) more than
19.9% of the Company’s outstanding Common Stock (the “Exercise Blocker”).
The
Reporting Person beneficially owns 48,075,000,000 shares of Common Stock of the Issuer, with such total being comprised of (1) 9,075,000,000
shares of the Restricted Stock and (2) options to purchase 39,000,000,000 shares of Common Stock that are exercisable as of the date
hereof or within 60 days. The Reporting Person owns 12.39% of the Issuer’s Common Stock, calculated based on 339,741,632,384 shares
of Common Stock outstanding as of February 10, 2023 and assuming that the shares of Common Stock underlying the stock options are deemed
outstanding pursuant to SEC Rule 13d-3(d)(1)(i) (in addition to the 339,741,632,384 outstanding).
The
securities described in this Statement are being held by the Reporting Person for investment purposes. The Reporting Person may acquire
additional Common Stock of the Issuer through compensatory grants by the Issuer or through public or private purchases. The Reporting
Person may exercise the stock options described in Item 3 above and subsequently dispose of the underlying Common Stock or otherwise
acquire or dispose of additional securities of the Issuer, to the extent deemed advisable in light of his general investment strategies,
market conditions, or other factors.
In
the ordinary course of his duties as Chief Executive Officer and as the Chairman of the Board of Directors of the Issuer, the Reporting
Person has and expects in the future to discuss and to make decisions regarding plans or proposals with respect to the matters specified
in clauses (a) through (j) of this Item 4 with the Issuer.
Except
as described in this Statement or in his capacity as Chief Executive Officer or the Chairman of the Board of Directors of the Issuer,
the Reporting Person has no plans or proposals which relate to or would result in:
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer.
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
(c)
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries.
(d)
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board.
(e)
Any material change in the present capitalization or dividend policy of the issuer.
(f)
Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940.
(g)
Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person.
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of registered national securities association.
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j)
Any action similar to any of those enumerated above.
The
information set forth in Items 5 and 6 are incorporated by reference herein.
Item
5. Interest in Securities of the Issuer.
| |
(a) |
The
Reporting Person beneficially owns 48,075,000,000 shares of Common Stock of the Issuer, with
such total being comprised of (1) 9,075,000 shares of the restricted Common Stock and (2)
options to purchase 39,000,000,000 shares of Common Stock that are exercisable as of the
date hereof or within 60 days. The Reporting Person owns 12.39% of the Issuer’s Common
Stock, calculated based on 339,741,632,384 shares of Common Stock outstanding as of February
10, 2023 and assuming that the shares of Common Stock underlying the stock options are deemed
outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
| |
|
|
| |
(b) |
The
Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, 39,000,000,000 shares of Common
Stock of the Issuer underlying the Options. |
| |
(c) |
The
Reporting Person has not effected any transaction in the Common Stock of the Issuer in the past sixty days. |
| |
|
|
| |
(d) |
No
person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale, of the Common Stock underlying the Options identified in this Statement. |
| |
|
|
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(e) |
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
Restricted Stock was granted pursuant to a Third Amended and Restated Restricted Stock Award Agreement, dated as of February 12, 2021,
pursuant to the Issuer’s 2015 Equity Incentive Plan, as amended. The Form of Restricted
Agreement pursuant to the 2015 Plan was filed as Exhibit 10.4 to the Company’s Current Report on Form 10-K filed with the
Commission on March 8, 2021).
The
Options were granted pursuant to that certain Option Award Agreement, dated February 2, 2017 (filed as Exhibit 1 to the Schedule 13D
of the Reporting Person.
Except
as set forth above or set forth in the exhibits, there are no other contracts, arrangements, understandings or relationships between
the Reporting Person and any other person with respect to any securities of the Issuer.
The
information set forth in Item 4, 5 and 7 is incorporated by reference herein.
Item
7. Material to be Filed as Exhibits.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
February 14, 2023 |
/s/
Jeffrey E. Holman |
| |
Name:
Jeffrey E. Holman |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
