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Sunday, August 1, 2021

Healthier Choices Management Corp. (OTCMKTS: HCMC) Rise of the Mighty, PMI Patent Infringement Lawsuit & Rights Offering

Healthier Choices Management Corp. (OTCMKTS: HCMC) continues to move steadily higher with power in recent days since popping north off the $0.0012 where it had been stuck for some time. Microcapdaily called it perfectly with our article on the 15th suggesting a powerful comeback was brewing. HCMC has emerged in recent months as an investors favorite and is currently among the most actively searched and talked about stocks in small caps with well over 400,000 shareholders of record. Currently under heavy accumulation HCMC is moving steadily northbound with many new investors buying in every day. On wednesday the stock traded $4.5 million in dollar volume on 2.3 billion shares traded. HCMC is looking to blaze a path along the likes of Enzolytics or Tesoro and break out into a whole new dimension – Tesoro went to multi dollars – a break over $0.0065 and its blue skies ahead.

Just last week HCMC announced announced a rights offering that if fully subscribed will raise up to $100,000,000 in gross proceeds for the Company. The net proceeds will be used for general working capital purposes, including the protection of the Company’s intellectual property rights through litigation and other methods as well as other initiatives. The big story is HCMC patent infringement lawsuit against billion-dollar conglomerate Philip Morris USA, Inc. and Philip Morris Products S.A. A settlement or licensing deal could drive HCMC into a whole new stratosphere with no limit to how high HCMC could go. The patent infringement lawsuit against Philip Morris USA, Inc. is moving forward and gaining steam. Representing HCMC is Cozen O’Connor ranked among the top 100 law firms in the country and employing more than 775 attorneys in 29 cities across two continents. The firm’s diverse client list includes global Fortune 500 companies, middle-market firms poised for growth, high-profile individuals and HCMC who must have a seriously solid case against PMI with outstanding chances. HCMC is already a revenue powerhouse doing over $1 million per month in sales in 2020; on March 5 HCMC announced financial results for the fourth quarter and fiscal year ended December 31, 2020. In Q4 the Company delivered improvement in adjusted EBITDA for fiscal year 2020. Net sales from continued operations for the year ended December 31, 2020 amounted to $13.9 million, compared to $15.1 million during the same period last year.

Healthier Choices Management Corp. (OTCMKTS: HCMC) is focused on providing its customers with a healthier alternatives to everyday lifestyle choices. The Company operates through its various subsidiaries including Healthy Choice Markets and Healthy Choice Markets 2. HCMC also owns Ada’s Natural Market, a 18,000 sq. ft. full-service grocery store serving the Fort Myers, FL, and three Paradise Health & Nutrition locations in the greater Melbourne, Florida area. The Company also operates 8 vape stores across the southeast United States offering smokers an alternative to traditional cigarettes. HCMC vape stores brands include The Vape Store, Vapor Max, Vulcan Vape, and The Grab Bag locations. HCMC Vape Stores provide an endless selection of industry best vaping hardware and e-liquids, giving its consumers a way to get their nicotine without the smoke, tar, ash or carbon monoxide found in traditional cigarettes. The Company is led by CEO Jeffrey Holman; a seasoned executive and corporate lawyer who also serves as President of Jeffrey E. Holman & Associates, P.A., a South Florida Based law firm. John Ollet the CFO previously served as Executive Vice President-Finance for Systemax, Inc. (NYSE:SYX) North America Technology Division for 10 years. SYX currently trades at $43 per share on the NYSE and does over a billion dollars in annual revenues.   

HCMC owns a valuable patent portfolio related to both vape technology and also manufacturing processes and procedures for an imitation nicotine product. HCMC’s patented Q-Cup™ technology is based on a small, quartz cup called the Q-Cup™, which a customer can purchase already filled by a third party in some regions, or can partially fill themselves with either cannabis or CBD concentrate (approximately 50mg), also purchased from a third party.  The Q-Cup™ can then be inserted into the patented Q-Unit™, which heats the cup from the outside without coming in direct contact with the solid concentrate.  This Q-Cup™ and Q-Unit™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally.  The Q-Cup™ can also be used in other devices as a convenient micro-dosing system. Most recently, the company formed a wholly owned subsidiary, HCMC Intellectual Property Holdings, LLC, to hold and market its intellectual property assets. This subsidiary will own all of the patents, trademarks and other intellectual property of HCMC and will be utilized in the company’s attempt to monetize its intellectual property.     

The Company is already a revenue powerhouse doing over $1 million per month in sales in 2020; on March 5 HCMC announced financial results for the fourth quarter and fiscal year ended December 31, 2020. In Q4 the Company delivered improvement in adjusted EBITDA for fiscal year 2020. Net sales from continued operations for the year ended December 31, 2020 amounted to $13.9 million, compared to $15.1 million during the same period last year.    

The big story on HCMC is its patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in connection with their product known and marketed as “IQOS®.” The lawsuit was filed in the United States District Court for the Northern District of Georgia. The international law firm Cozen O’Connor has been engaged to represent HCMC in this matter. HCMC’s lawsuit includes claims that Phillip Morris is infringing HCMC’s patent rights in connection with IQOS®, an alternative tobacco product marketed and sold by Phillip Morris. Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. Philip Morris has been very open about their ongoing transition from traditional fully combustible cigarettes to their modified risk tobacco products, including IQOS®. The Philip Morris IQOS® product is currently the subject of two other patent infringement proceedings filed by RJ Reynolds Tobacco Company. One proceeding is before the International Trade Commission and seeks to stop the importation of the IQOS® product into the United States; the other is a patent infringement action currently pending in the Eastern District of Virginia. RJ Reynolds’ patents are unrelated and not affiliated with the patents asserted in the HCMC case.    

In its patent infringement lawsuit against Philip Morris, Cozen O’Connor is representing HCMC; Cozen O’Connor is ranked among the top 100 law firms in the country and employs more than 775 attorneys in 29 cities across two continents. Cozen O’Connor is a full-service firm with nationally recognized practices in litigation, business law, and government relations, and its attorneys have experience operating in all sectors of the economy. The firm’s diverse client list includes global Fortune 500 companies, middle-market firms poised for growth, high-profile individuals and ambitious upstarts like HCMC. Cozen O’Connor has been awarded as the #1 law firm of the year several times, amongst dozens of other awards and would not take on a giant such as Philip Morris unless they knew for sure they have a very strong case and excellent chances.  

Cozen O’Connor has been busy at court on behalf of HCMC; Upcoming events through beginning of May 2021:  

(1) HCMC’s Opposition to PM’s MTD (March 11, 2021): Absent an extension of time to respond, HCMC’s opposition to PM’s MTD is due on or before March 11, 2021. I would expect some form of opposition that includes arguments that (a) dismissal is not warranted because discovery has not happened yet and discovery is needed in order to determine whether combustion is a process that occurs in the accused devices, (b) dismissal is not warranted without a claim construction that construes, amongst other terms, the term “combustion”, and (c) testimony, by way of a declaration, explaining that it is not dispositive, based on the documentary evidence presented by PM’s MTD, that there is no combustion. A well written opposition brief hitting those points will likely result in denial of the MTD. I would also expect that there be a request by HCMC to correct any defects in their complaint, should the court deem there to be any defects. That request is granted liberally and would overcome the MTD for the time being.  

(2) Rule 26(f) Meet and Confer (March 15, 2021): This is held in private between lead counsel for all parties. The parties are required to confer in person in an effort to settle the case, discuss discovery, limit issues, and discuss other matters.  

(3) PM’s Reply to HCMC’s Opposition (March 25, 2021): Absent an extension of time, PM will have the opportunity to reply to HCMC’s opposition brief regarding the MTD.  

(4) Joint Preliminary Report and Discovery Plan (April 12, 2021). Absent an extension of time, the parties will file this report and plan that results from the parties’ Rule 26(f) meeting and conference and sets forth numerous details including, amongst other things, the progress of settlement discussions, a proposed schedule of the case for fact discovery, motion practice, expert discovery, and trial.  

(5) Infringement Contentions (May 12, 2021): HCMC is due to serve contentions showing infringement where HCMC will identify (these are usually exchanged between the parties and not made public or filed publicly with sensitive information redacted): (a) Each claim of each patent in suit that is allegedly infringed by each opposing party; (b) Separately for each asserted claim, each accused apparatus, method, composition or other instrumentality (“Accused Instrumentality”) of each accused party of which the claiming party is aware. 

https://twitter.com/stockshotr/status/1385744645112705028

https://twitter.com/audreydankelma1/status/1386441181333127173

 

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HCMC

On April 20, HCHC announced it filed a registration statement on Form S-1 with the sec for a Rights Offering to its stockholders. Jeffrey Holman, the CEO of HCMC, released the following letter to HCMC’s stockholders in connection with the Rights Offering: 

Dear Valued Shareholders, 

First and foremost, on behalf of the Board of Directors, our Executive staff, and everyone at Healthier Choices Management Corp. I would like to take this opportunity to thank our valued shareholders for their support through the years, and also to welcome all of our more recent shareholders. Worth mentioning is that our shareholder count is now at an all-time high, and presently sits at over 400,000 shareholders strong. 

Additionally, I would like to publicly thank HCMC’s 124 employees who have risen to the occasion during the past year despite the unprecedented challenges associated with the pandemic. 

Before I discuss the present Rights Offering to our shareholders, I would like to state clearly that this Rights Offering should not be confused with a reverse stock split. The Company is not pursuing a reverse stock split concurrently, or in conjunction with this Rights Offering. Please also note that in general, if the Company’s board of directors at some time in the future deemed it in the best interests of the Company and its shareholders to recommend a reverse split, it would have to send out a proxy to the common shareholders detailing its reasons. It would then need to be approved by shareholders owning over 50% of the common stock of the Company. Without this majority shareholder approval, no reverse stock split can occur. 

Now onward to the Rights Offering. In order to finance the expansion and protection of our intellectual property and the Company’s various growth initiatives, HCMC will require additional funding. In an effort to achieve this funding in a potentially non-dilutive manner to current shareholders, our board has decided to move forward with a Rights Offering exclusively for our shareholders. This Rights Offering essentially allows our shareholders the ability to purchase our common stock directly from the Company at a discounted price. We hope to achieve our goal of raising capital and building a significant war chest, while offering you the right to participate, and not face the dilution that typically happens when a public company receives an investment from an investment fund or institutional investors. The Company has retained Maxim Group LLC to act as its exclusive financial advisor and dealer-manager for this Rights Offering. Broadridge is being retained to act as the subscription agent. 

The purpose of this Rights Offering is to raise equity capital in a cost-effective and potentially non-dilutive manner that provides all of our existing shareholders the opportunity to participate, purchase, and own up to approximately an additional 25% of the Company’s common stock. If fully subscribed, the Company will raise up to $100,000,000 in gross proceeds. The net proceeds will be used for general working capital purposes, including the protection of our intellectual property rights through litigation and other methods, funding future research and development for both our intellectual property suite and product offerings, and funding growth initiatives and expansion for our health food, vitamin and supplements, and vape segments, both online and in brick and mortar stores. The Company’s board believes that in order to move forward with the Company’s above initiatives, and efforts to attain its goal of raising shareholder value, the Company requires additional capital and that this Rights Offering is the most favorable way to our shareholders to achieve these goals. Again, for purposes of clarity, this is not a reverse split, and management is not asking you to vote on a reverse split as part of, or concurrently with this offering. 

Although the full details of the Rights Offering have been included in a prospectus filed this morning with the SEC, I will attempt here to break down some of the most important bullet points associated with this Rights Offering. This is meant only as an overview and you need to read the entire prospectus before making any investment in HCMC. 

For every 4 shares of common stock that you own, you will be entitled to purchase 1 share of common stock directly from the Company at a discounted price. This right is referenced to as a “basic right.” The purchase price will be a 25% discount to the volume-weighted average (VWAP) of the sales prices of our shares of common stock on the OTC Pink Sheets for the five consecutive trading days ending on the expiration date of the offering. This price is called the “Actual Subscription Price.” So, by way of example, if the VWAP as described above is $0.0016, your discounted Actual Subscription Price would be $0.0012 per share. 

After the Company has completed the process with the SEC, you will be given an estimated Subscription Price, which you will use when sending in your request for discounted shares. For example, if the estimated Subscription Price is $0.0012 and you wish to purchase 1,000,000 shares, you will send payment in the amount of $1,200. 

However, the total amount of shares that you will actually receive will be based upon the Actual Subscription Price once it is finalized at the expiration of the offering. So, using the example above, if you submit $1,200 based on the Estimated Subscription Price of $0.0012 and the Actual Subscription Price drops to $0.0010, you will receive 1,200,000 shares. If the Actual Subscription Price increases to $0.0014, you will receive 857,143 shares. However, in both cases you will be receiving a 25% discount to the VWAP as described above. 

You may attempt to oversubscribe, or buy more than your basic right under the Rights Offering, and your request will be filled on a pro-rata basis from any shares that were not purchased by other shareholders. If you request to oversubscribe and you are not able to purchase the full amount, you will receive a refund for the amount of oversubscribed shares not sold to you. If you fully exercise your entitled allotment of shares, you will not be diluted as a result of the Rights Offering. If you oversubscribe and purchase these additional shares, you will actually increase your percentage of ownership in the Company. If you decide not to subscribe at all, your amount of shares will NOT be reduced, but you will own less of the Company on a percentage basis and this will result in dilution. Your right to purchase under this Rights Offering cannot be assigned or traded, has no value, and terminates if not used by the expiration of the Rights Offering. For the full release go here. 

https://twitter.com/DahoMillion/status/1384684046681260036

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Healthier Choices Management Corp. (OTCMKTS: HCMC) continues to move steadily higher with power in recent days since popping north off the $0.0012 where it had been stuck for some time. Microcapdaily called it perfectly with our article on the 15th suggesting a powerful comeback was brewing. HCMC has emerged in recent months as an investors favorite and is currently among the most actively searched and talked about stocks in small caps with well over 400,000 shareholders of record. Currently under heavy accumulation HCMC is moving steadily northbound with many new investors buying in every day. On wednesday the stock traded $4.5 million in dollar volume on 2.3 billion shares traded. HCMC is looking to blaze a path along the likes of Enzolytics or Tesoro and break out into a whole new dimension – Tesoro went to multi dollars – a break over $0.0065 and its blue skies ahead. Just last week HCMC announced announced a rights offering that if fully subscribed will raise up to $100,000,000 in gross proceeds for the Company. The net proceeds will be used for general working capital purposes, including the protection of the Company’s intellectual property rights through litigation and other methods as well as other initiatives. The big story is HCMC patent infringement lawsuit against billion-dollar conglomerate Philip Morris USA, Inc. and Philip Morris Products S.A. A settlement or licensing deal could drive HCMC into a whole new stratosphere with no limit to how high HCMC could go. The patent infringement lawsuit against Philip Morris USA, Inc. is moving forward and gaining steam. Representing HCMC is Cozen O’Connor ranked among the top 100 law firms in the country and employing more than 775 attorneys in 29 cities across two continents. The firm’s diverse client list includes global Fortune 500 companies, middle-market firms poised for growth, high-profile individuals and HCMC who must have a seriously solid case against PMI with outstanding chances. HCMC is already a revenue powerhouse doing over $1 million per month in sales in 2020; on March 5 HCMC announced financial results for the fourth quarter and fiscal year ended December 31, 2020. In Q4 the Company delivered improvement in adjusted EBITDA for fiscal year 2020. Net sales from continued operations for the year ended December 31, 2020 amounted to $13.9 million, compared to $15.1 million during the same period last year. . Microcapdaily first reported on HCMC on January 27 as the stock was moving up in the triple zeroes. We will be updating on HCMC when more details emerge so make sure you are subscribed to Microcapdaily so you know what’s going on with HCMC.

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Disclosure: we hold no position in HCMC either long or short and we have not been compensated for this article.

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5 COMMENTS

  1. once this lawsuit settles in HCMC’s favour(another much larger company is suing the same company for similar charges) HCMC will quickly reach its 52 week high and beyond.I’ve owned shares since it traded at .0010!
    Keep watching the news for developments.This will be a wild ride!
    Load up while you can at these cheap prices….I bought more.

  2. Once HCMC wins this lawsut(a much larger company suing same defendant for similar infringements….BOTH companies can’t be wrong!!!),it will be a wild ride as pent-up demand pushes it quickly past its 52 week high.;notice the daily share volume of this stock!

  3. I’m holding 3 million shares and going for 4 million. HCMC will be my legacy for my grandchildren and their children. I’ll break $1 million at .35/share.

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