HEALTHY CHOICE WELLNESS CORP.

8-K · form8-k.htm

0001948864

 2026-05-28
 2026-05-28

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

  

 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): May 28, 2026

  

 HEALTHY
CHOICE WELLNESS CORP.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-42274
  
 88-4128927

 (State or Other Jurisdiction
  
 (Commission
  
 (I.R.S. Employer

 of Incorporation)
  
 File Number)
  
 Identification No.)

  

 3800
N. 28th Way, #1

 Hollywood ,
 Florida 33020

 (Address
of Principal Executive Office) (Zip Code)

  

 (888)
 766-5351

 (Registrant’s
telephone number, including area code)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written communications
 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant
 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications
 pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications
 pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title of
 each class
  
 Trading Symbol(s)
  
 Name of each
 exchange on which registered

 Class A common stock
  
 HCWC
  
 NYSE American

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☒

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 ITEM
1.01. Entry into a Material Definitive Agreement

  

 On
May 28, 2026, Healthy Choice Wellness Corp. (the “Company”) entered into an agreement (an “Exchange Agreement”)
with certain holders (the “Holders”) of the Company’s indebtedness (the “Notes”) to exchange in an aggregate
amount of $1,431,000 of principal of the Notes for 5,315,450 shares of the Company’s Class A common stock (the “Common Stock”)
at a price per share of $0.27 (the “Exchange”). The Notes were issued pursuant to that Loan and Security Agreement (the “Credit
Agreement”), dated as of July 18, 2024, among the Company and the lenders named therein. Following completion of the Exchange,
approximately $2,100,000 will remain unpaid pursuant to the Credit Agreement.

  

 The
Holders are not entitled to receive shares of the Common Stock upon conversion of any Notes to the extent to which the aggregate number
of shares of common stock that may be acquired by such beneficial owner upon exchange of Notes, when added to the aggregate number of
shares of common stock deemed beneficially owned, directly or indirectly, by such beneficial owner and each person subject to aggregation
of Common Stock with such beneficial owner under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules promulgated thereunder at such time (other than by virtue of the ownership of securities or rights to acquire
securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise or purchase similar
to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed
9.9% of the total issued and outstanding shares of Common Stock.

  

 The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement. The Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.

  

 Item
9.01. Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit Number
  
 Description

 10.1
  
 Exchange
 Agreement, dated as of May 28, 2026, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein

  
  
  

 104
  
 Cover Page Interactive Data File (embedded within the
 Inline XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

  

  
 HEALTHY CHOICE WELLNESS CORP.

  
  
  

 Date:
 June 3, 2026
 By:
 /s/ Jeffrey E. Holman

  

 Jeffrey E. Holman

  

 Chief Executive Officer