SCHEDULE
13D
1
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NAMES
OF REPORTING PERSONS
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Christopher
Santi
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
☐
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(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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OO
(see Item 3 below)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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7
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SOLE
VOTING POWER
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NUMBER
OF
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12,080,253,779
(see Item 5 below)
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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-0-
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EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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12,080,253,779
(see Item 5 below)
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WITH
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10
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SHARED
DISPOSITIVE POWER
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-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,080,253,779
(see Item 5 below)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☒
(Excludes shares issuable upon exercise of option agreement as described in Item 5 below, which is subject to a 19.99% blocker
provision.)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99%
(see Item 5 below)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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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, Hollywood, Florida 33020.
Item
2. Identity and Background.
(a)
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Name
:
Christopher Santi (the “Reporting Person”)
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(b)
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Business
Address
: The Reporting Person’s business address is c/o Healthier Choices Management Corp., 3800 North 28th Way,
Hollywood, Florida 33020.
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(c)
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Principal
Occupation or Employment
: The Reporting Person’s principal occupation is serving as Chairman and Chief Executive
Officer of the Issuer.
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(d)
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Criminal
Proceedings
: During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e)
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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.
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(f)
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Citizenship
:
The Reporting Person is a citizen of the United States of America.
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Item
3. Source and Amount of Funds or Other Considerations.
Since
the date of this Schedule 13D, the Reporting Person acquired 8,000,000,000 shares of Common Stock and forfeited options (“Options”)
to acquire 8,000,000,000 shares of Common Stock. The Reporting Person acquired beneficial ownership of these shares (the “Restricted
Stock”) as equity compensation approved by the Issuer’s board of directors in the form of restricted stock grants
on August 13, 2017.
The
Restricted Stock and Options were granted in connection with the Reporting Person’s service as an officer of the Issuer,
and no additional consideration was paid by the Reporting Person in connection with the receipt of such Restricted Stock or Options.
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 of the Issuer and pursuant to the Issuer’s equity compensation plan. None of the Restricted Stock is currently
vested and all of such Restricted Stock will vest on August 13, 2019.
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 12,080,253,779 shares of Common Stock of the Issuer, with such
total being comprised of (1) one share of Common Stock held, (2) 8,000,000,000 shares of the Restricted Stock, and (3) Options
to purchase 4,080,253,779 shares of Common Stock that are exercisable as of the date hereof or within 60 days. The Reporting Person
owns 19.99% of the Issuer’s Common Stock, calculated based on 60,316,485,487 shares of Common Stock outstanding as of August
24, 2018 and assuming that the shares of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule
13d-3(d)(1)(i). The foregoing excludes 419,746,221 shares of Common Stock issuable upon exercise of the Options of the Reporting
Person. Without the Exercise Blocker, the Reporting Person would be deemed to beneficially own 12,500,000,000 shares of Common
Stock.
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 Operating Officer and President 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 Operating Officer and President 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.
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(a)
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The Reporting Person beneficially owns 12,080,253,779 shares of Common Stock of the Issuer, with such total being comprised of (1) one share of Common Stock held, (2) 8,000,000,000 shares of the Restricted Stock, and (3) Options to purchase 4,080,253,779 shares of Common Stock that are exercisable as of the date hereof or within 60 days. The Reporting Person owns 19.99% of the Issuer’s Common Stock, calculated based on 60,316,485,487 shares of Common Stock outstanding as of August 24, 2018 and assuming that the shares of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). The foregoing excludes 419,746,221 shares of Common Stock issuable upon exercise of the Options of the Reporting Person. Without the Exercise Blocker, the Reporting Person would be deemed to beneficially own 12,500,000,000 shares of Common Stock.
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(b)
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The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, 12,080,253,779 shares of Common Stock of the Issuer underlying the Options. The foregoing excludes 419,746,221 shares of Common Stock issuable upon exercise of the Options of the Reporting Person. Without the Exercise Blocker, the Reporting Person would be deemed to have sole voting and dispositive power over 12,500,000,000 shares of Common Stock.
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(c)
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The
Reporting Person has not effected any transaction in the Common Stock of the Issuer in the past sixty days.
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(d)
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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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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
Restricted Stock was granted pursuant to a Restricted Stock Award Agreement, dated as of August 13, 2018, pursuant to the Issuer’s
2015 Equity Incentive Plan, as amended (the “2015 Plan”). The Form of Restricted Agreement pursuant to the 2015 Plan
was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 20, 2018)
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:
August 24, 2018
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/s/
Christopher Santi
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Name:
Christopher Santi
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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).