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Healthy Choice Wellness Corp. Files Definitive Proxy Statement and Announces Special Meeting of Stockholders in Connection with Merger with Host Digital Infrastructure LLC

(Very Positive)

Healthy Choice Wellness Corp. (NYSE American: HCWC) filed a definitive proxy statement with the SEC for a Special Meeting of Stockholders related to its proposed merger with Host Digital Infrastructure LLC, under an Agreement and Plan of Merger executed on May 27, 2026.

The Special Meeting is scheduled for Thursday, August 27, 2026, at 9:00 a.m. Eastern Time, where stockholders will vote on proposals connected to the merger. Stockholders of record as of August 6, 2026 are entitled to vote. The board of directors recommends voting “FOR” each proposal. Detailed meeting arrangements and proposals are provided in the proxy materials available on the SEC and company websites.

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Positive

  • Definitive proxy filed for merger with Host Digital and Special Meeting set for August 27, 2026
  • Record date established as August 6, 2026 for stockholder voting eligibility on merger proposals
  • Board of directors provides a clear “FOR” recommendation on all merger-related proposals

Negative

  • None.

Market reaction after merger agreement: HCWC +59.45%

+59.45% $0.32 716.1x vol
15m delay
+59.45% Vs previous close
+57.3% Peak in 41 min
$0.32 Last Price
$0.20 $0.55 Day Range
$8.83M Market Cap
716.1x Rel. Volume

Following this news, HCWC has gained 59.45%, reflecting a significant positive market reaction. Argus tracked a peak move of +57.3% during the session. Our momentum scanner has triggered 150 alerts so far, indicating very high trading interest and price volatility. The stock is currently trading at $0.32. Trading volume is exceptionally heavy at 716.1x the average, suggesting very strong buying interest.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The platform lists an active S-3 shelf with effectiveness marked false and low short positioning. Th...
Analysis

The platform lists an active S-3 shelf with effectiveness marked false and low short positioning. Those records add financing and positioning context to the proposed merger, while the August 27 vote remains the next stated corporate milestone.

Key Figures

Definitive proxy filing: August 7, 2026 Special meeting date: August 27, 2026 Meeting time: 9:00 a.m. Eastern Time +4 more
7 metrics
Definitive proxy filing August 7, 2026 Filed in connection with the proposed Host Digital merger
Special meeting date August 27, 2026 Stockholder meeting for merger-related proposals
Meeting time 9:00 a.m. Eastern Time August 27, 2026 special meeting
Merger agreement date May 27, 2026 Agreement executed by the parties
Stockholder record date August 6, 2026 Eligibility date for the special meeting
Grocery locations 19 locations Portfolio across six states
Operating footprint six states Natural and organic grocery portfolio

Key Terms

definitive proxy statement, wholly owned subsidiary, form 10-k, form 4
4 terms
definitive proxy statement regulatory
"today announced that it has filed a definitive proxy statement with the U.S."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
wholly owned subsidiary financial
"Healthy Choice Wellness II Corp., a wholly owned subsidiary of the Company"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
form 10-k regulatory
"the Company’s Annual Report on Form 10-K for the year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
form 4 regulatory
"reflected on Statements of Change in Ownership on Form 4 filed with the SEC"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOLLYWOOD, FL, Aug. 07, 2026 (GLOBE NEWSWIRE) -- Healthy Choice Wellness Corp. (NYSE American: HCWC) (the “Company”), a holding company focused on the natural and organic grocery sector, today announced that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with a Special Meeting of Stockholders (the “Special Meeting”) related to the proposed merger between the Company, Healthy Choice Wellness II Corp., a wholly owned subsidiary of the Company, and Host Digital Infrastructure LLC (“Host Digital”), a pure-play vertically-integrated digital infrastructure platform, pursuant to the Agreement and Plan of Merger which the parties executed on May 27, 2026.

The Special Meeting will be held on Thursday, August 27, 2026, at 9:00 a.m. Eastern Time. At the Special Meeting, stockholders will be asked to consider and vote upon a number of matters related to the proposed merger of the Company with Host Digital. Details regarding the meeting format, location or virtual access, and all matters to be voted upon are set forth in the definitive proxy statement, which is available on the SEC’s website at www.sec.gov and on the Company’s website at www.hcwc.com.

Jeffrey Holman, CEO and Chairman of Healthy Choice Wellness Corp., stated: “The filing of our definitive proxy statement marks an important milestone in this transaction. We look forward to presenting this opportunity to our stockholders and are confident that the proposed merger with Host Digital represents a compelling outcome for the Company and its stakeholders. We encourage all stockholders to review the proxy materials carefully.”

Stockholders of record as of the close of business on August 6, 2026 are encouraged to review the proxy materials and to cast their votes in advance of or at the Special Meeting. The Company’s board of directors recommends that Company stockholders vote their shares “FOR” for each of the proposals.

About Healthy Choice Wellness Corp.

Healthy Choice Wellness Corp. is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Through its wholly owned subsidiaries, the Company operates Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s, and GreenAcres Market — a portfolio of 19 natural and organic grocery locations across six states.

Important Additional Information

The Company has filed a definitive proxy statement and other relevant documents with the SEC in connection with the proposed merger with Host Digital Infrastructure LLC and the Special Meeting of Stockholders. Stockholders are strongly encouraged to read the definitive proxy statement and any other relevant documents filed with the SEC carefully and in their entirety, as they contain important information about the proposed merger and the Special Meeting. The definitive proxy statement and other SEC filings are available free of charge on the SEC’s website at www.sec.gov and on the Company’s investors page at www.hcwc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the SEC or otherwise. Statements contained in this press release that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. The Company assumes no obligation to update these statements. Forward-looking statements may include, but are not limited to, projections or estimates of revenue, income, or loss, exit costs, cash flow needs and capital expenditures, statements regarding future operations, expansion or restructuring plans and statements related to the expected outcome regarding the proposed merger with Host Digital. In addition, when used in this press release, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions are intended to identify forward looking statements. Factors that may affect our future results of operations and financial condition include, but are not limited to, fluctuations in demand for our products, the introduction of new products, our ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of our liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in our filings with the SEC.

Participants in the Solicitation

The Company, its directors and certain of its executive officers and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger and any direct or indirect interests they have in the proposed merger is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026. To the extent that holdings of the Company’s securities have changed since the amounts set forth in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Contact Information

Healthy Choice Wellness Corp.
3800 North 28th Way, Hollywood, FL 33020
305-600-5004
Email: ir@hcwc1.com


FAQ

What did Healthy Choice Wellness (NYSE American: HCWC) announce about its merger with Host Digital Infrastructure LLC?

Healthy Choice Wellness announced it filed a definitive proxy statement for a Special Meeting to vote on a proposed merger with Host Digital Infrastructure. According to Healthy Choice Wellness, the merger is governed by an Agreement and Plan of Merger signed on May 27, 2026.

When is the Healthy Choice Wellness (HCWC) Special Meeting to vote on the Host Digital merger?

The Special Meeting is scheduled for August 27, 2026, at 9:00 a.m. Eastern Time. According to Healthy Choice Wellness, stockholders will consider and vote on several proposals related to the proposed merger with Host Digital Infrastructure at this meeting.

Who can vote at the August 27, 2026 Healthy Choice Wellness (HCWC) Special Meeting on the merger?

Stockholders of record at the close of business on August 6, 2026, are eligible to vote. According to Healthy Choice Wellness, these stockholders are encouraged to review proxy materials and cast votes in advance of or at the Special Meeting.

How does the Healthy Choice Wellness board recommend stockholders vote on the HCWC merger proposals?

The board of directors recommends that stockholders vote “FOR” each of the merger-related proposals. According to Healthy Choice Wellness, this recommendation applies to all matters presented at the Special Meeting in connection with the proposed merger with Host Digital Infrastructure.

Where can Healthy Choice Wellness (HCWC) investors find the definitive proxy statement for the Host Digital merger?

Investors can access the definitive proxy statement on the SEC’s website at www.sec.gov and on the company’s website at www.hcwc.com. According to Healthy Choice Wellness, these documents contain detailed information about the proposed merger and the Special Meeting.

What is Healthy Choice Wellness Corp.’s core business ahead of the proposed Host Digital merger?

Healthy Choice Wellness operates a holding company focused on natural and organic grocery retail. According to Healthy Choice Wellness, it owns several banners including Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s, and GreenAcres Market.

Are Healthy Choice Wellness (HCWC) insiders participating in soliciting proxies for the Host Digital merger vote?

Yes, the company, its directors, and certain executive officers and employees may be deemed participants in the proxy solicitation. According to Healthy Choice Wellness, information about these participants and their interests is provided in the definitive proxy statement filed with the SEC.