Host Digital Inc. Announces Pricing of Common Stock Offering

Host Digital plans to raise $17.5 million in gross proceeds to fund data center investments and general corporate purposes through a new stock offering.

Rhea-AI Summary

Host Digital (HCWC) priced an underwritten public offering of 2,187,500 Class A common shares at $8.00 per share on September 17, 2026.

The deal is expected to generate $17.5 million in gross proceeds before underwriting discounts, commissions and expenses, and is expected to close on September 21, 2026, subject to customary conditions. Underwriters have a 30‑day option to buy up to an additional 328,125 shares at the offering price, less underwriting discounts and commissions. Host Digital plans to use net proceeds for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.

Positive

• Underwritten equity raise targeting $17.5 million in gross proceeds
• 30-day underwriter option for up to 328,125 additional shares provides potential incremental capital
• Stated use of proceeds includes data center investments and capital expenditures that may support growth

Negative

• Issuance of 2,187,500 new shares, plus up to 328,125 more, will dilute existing shareholders

News Explained

If completed, the offering would dilute existing ownership; its gross proceeds equal 1591.9 days of latest-quarter operating cash use.

The offering is priced but not yet closed; if completed, issuing 2,187,500 shares would increase total shares and reduce existing holders’ percentage ownership.

Against the latest reported quarter ended June 30, 2026, the offering’s $17.5 million gross amount equals 1591.9 days of operating cash use, while the $900,000 cash balance equals 81.9 days at that rate.

Sources and calculations

• Host Digital common stock offering pricing release (2026-09-17)
• Dilution definition (undated)
• Latest quarterly fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $17,500,000 / ($1,000,385 / 91) = 1591.9 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $900,000 / ($1,000,385 / 91) = 81.9 days

Market Context

HCWC had recorded a 40.52% pre-headline gain; the regulatory record described the financing as a $17...

Analysis

HCWC had recorded a 40.52% pre-headline gain; the regulatory record described the financing as a $17.5 million primary offering, while the shelf record showed $500 million of Form S-3 capacity and an ineffective status.

Key Figures

Shares offered: 2,187,500 shares Offering price: $8.00 per share Gross proceeds: $17.5 million +2 more

Shares offered

2,187,500 shares

Class A common stock offering

Offering price

$8.00 per share

Public offering price

Gross proceeds

$17.5 million

Before underwriting discounts, commissions and expenses

Expected closing

September 21, 2026

Subject to customary closing conditions

Underwriter option

328,125 additional shares

30-day option at the public offering price, less discounts and commissions

Key Terms

underwritten public offering, prospectus supplement, form s-3

3 terms

underwritten public offering financial

"announced the pricing of its previously announced underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

prospectus supplement regulatory

"made by means of a prospectus supplement under the Company’s effective registration statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

form s-3 regulatory

"effective registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

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

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NEW YORK, NY, Sept. 17, 2026 (GLOBE NEWSWIRE) -- Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (NYSE American: HCWC) (the “Company” or “Host Digital”) today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 2,187,500 shares of its Class A common stock, par value $0.001 (the “Common Stock”), at a public offering price of $8.00 per share, for aggregate gross proceeds to the Company of $17.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on September 21, 2026, subject to the satisfaction of customary closing conditions.

The Company has granted the underwriters of the Offering a 30-day option to purchase up to an additional 328,125 shares of its Common Stock at the public offering price, less underwriting discounts and commissions.

The Company intends to use the net proceeds from the Offering for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes

Cantor is acting as lead book-running manager for the Offering. Siebert, A.G.P. and Clear Street are acting as joint book-running managers for the Offering.

The Offering is being made by means of a prospectus supplement under the Company’s effective registration statement on Form S-3 (File No. 333-291258), as filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the Offering may also be obtained, when available, from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

No Offer or Solicitation

This press release is not intended to be, and shall not constitute, an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

About Host Digital Inc.

Host Digital is a digital infrastructure company focused on the development, acquisition, ownership and operation of institutional-quality data centers in the United States, with a focus on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. The Company’s strategy prioritizes sites with existing or near-term access to power, right-sized development opportunities and long-term contracts with strong or credit-enhanced counterparties. The Company seeks to own and control the real estate, power and data center infrastructure underlying its projects and to provide turnkey facilities that allow tenants to select and deploy their own compute infrastructure and model layers.

Following its business combination with Host Digital Infrastructure LLC, the Company also owns and operates a portfolio of natural and organic grocery stores through its wholly owned subsidiaries, consisting of 19 locations across six states operating under the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s and GreenAcres Market brands.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Offering, including the anticipated closing date of the Offering; the anticipated use of proceeds from the Offering; the potential exercise by the underwriters of their option to purchase additional shares; and the Company’s ability to execute and scale its business model. Statements that are not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “will,” “would,” “could” and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the completion of the Offering on the anticipated terms or at all; the Company’s ability to satisfy the applicable listing requirements; the Company’s ability to successfully integrate the businesses and realize the anticipated benefits of the Offering; the Company’s ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update these statements except as required by law.

Contact Information

Jessica Starman
jessica@elev8newmedia.com
888-461-2233

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is the Host Digital offering expected to close and what conditions apply?

The offering is expected to close on September 21, 2026, subject to the satisfaction of customary closing conditions.

How can investors obtain the final prospectus for Host Digital's offering?

The final prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov. Copies may also be requested, when available, from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

Who are the underwriters for Host Digital's common stock offering?

Cantor is acting as lead book‑running manager. Siebert, A.G.P. and Clear Street are acting as joint book‑running managers for the offering.

What are the intended uses of net proceeds from the Host Digital offering?

Host Digital intends to use the net proceeds for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.