Welcome to our dedicated page for HEALTHY CHOICE WELLNESS SEC filings (Ticker: HCWC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Healthy Choice Wellness Corp. filings document the company’s public-company reporting, capital structure, and governance as a natural and organic grocery holding company. Its SEC record includes registration materials, current reports, and proxy filings that describe Class A common stock, Series A Convertible Preferred Stock, and securities issued in private transactions.
Material-event filings cover exchange agreements involving company indebtedness, unregistered issuances of Class A common stock, preferred-stock financing, and amendments affecting security-holder rights. Proxy materials and related 8-K disclosures document annual meeting proposals, board elections, auditor ratification, stockholder voting results, and other governance matters.
Healthy Choice Wellness Corp. (HCWC) implemented a one-for-thirty-five reverse stock split of its Class A common stock, effective as of 11:59 p.m. Eastern Time on August 28, 2026. Every 35 shares of common stock outstanding immediately before that time were automatically converted into one share, with no change to par value.
No fractional shares were issued; instead, fractional interests were aggregated and rounded up to the next whole share, and no cash was paid in lieu of fractions. The company also increased its authorized capital stock to 2,000,000,000 shares, and stockholders approved allowing actions by written consent in accordance with Delaware law.
Healthy Choice Wellness Corp. (HCWC) reported stockholder approval at an August 27, 2026 special meeting for several key actions tied to its planned merger with Host Digital Infrastructure LLC. Stockholders approved issuing HCWC Class A common shares under the Merger Agreement (including shares issuable from pre-funded warrants), increasing authorized common shares to 2,000,000,000, permitting stockholder action by written consent, and changing the company’s name to one selected by Host Digital.
Stockholders also approved a reverse stock split of HCWC common stock at a ratio of up to 1-for-100, and on the same day the Board set the ratio at 1-for-35. The reverse split is expected to become effective on August 28, 2026 at 11:59 p.m. Eastern Time, with HCWC shares trading on a split-adjusted basis on NYSE American under the same symbol “HCWC” beginning August 31, 2026. The split will reduce outstanding shares but leave the par value unchanged; fractional shares will be rounded up to the next whole share. The company states the reverse split is being effected in connection with the proposed merger and is intended to help the post-merger entity satisfy NYSE American’s initial listing share price standard of $4.00.
Healthy Choice Wellness Corp. (HCWC) established an at-the-market equity issuance program for its Class A common stock, allowing the offer and sale of Shares with an aggregate offering price of up to $2,625,000. The Shares may be sold from time to time through Cantor Fitzgerald & Co. under a Controlled Equity Sales Agreement, using the company’s effective Registration Statement on Form S-3 and a new prospectus supplement. Healthy Choice Wellness Corp. intends to use any net proceeds for general corporate purposes, with interim investment in interest-bearing, investment-grade securities, certificates of deposit or government securities, while paying Cantor a cash commission of up to 3.0% of gross proceeds plus specified expenses.
Healthy Choice Wellness Corp. (HCWC) is activating an at‑the‑market equity program under a Sales Agreement with Cantor Fitzgerald to issue and sell shares of its Class A common stock with an aggregate offering price of up to $2,625,000. Cantor will act as principal and/or sales agent, earning up to 3.0% of gross proceeds, and sales may be made on NYSE American or other permitted venues.
As an illustration, if 9,375,000 shares were sold at $0.28 (the August 21, 2026 close), Class A shares outstanding would increase from 32,457,828 to 41,832,828, with no Class B shares remaining. Net proceeds are intended for general corporate purposes, which may include debt repayment or refinancing, working capital, capital expenditures, acquisitions, and potential repurchases or redemptions of securities.
Recent actions include increasing authorized Series A Convertible Preferred Stock to 7,000 shares and issuing 1,313 Series A shares convertible into 951,087 Class A shares at $1.38, and exchanging $692,671 of note principal for 2,565,450 Class A shares at $0.27, leaving about $2.1 million outstanding under a credit agreement. HCWC has also signed a merger agreement for Host Digital Infrastructure LLC to become a wholly owned subsidiary, subject to customary conditions and stockholder approval. The company notes risks including potential NYSE American delisting, dilution from this and future equity offerings, share price volatility, and the absence of expected dividends.
Healthy Choice Wellness Corp. filed an amended quarterly report primarily to correct two notes, while reaffirming challenging financial conditions. As of June 30, 2026, it held $0.9 million in cash, had negative working capital of $6.6 million, and recorded a six‑month net loss of $6.7 million with $1.2 million of operating cash outflows. These factors initially raised substantial doubt about its ability to continue as a going concern.
Management cites cost‑saving initiatives, rightsizing of stores, and committed equity financing of $13.25 million in Series A Convertible Preferred Stock (of which $5.25 million was funded by June 30 and $8.0 million remains committed) plus debt conversions as alleviating that doubt. Subsequent events include a planned merger with Host Digital Infrastructure LLC, a 15‑year take‑or‑pay lease for 43 MW of data‑center capacity with a major cloud customer, expansion of authorized Series A preferred shares to 7,000, issuance of 1,313 preferred shares convertible into 951,087 common shares at $1.38, and conversion of $692,672 of debt into 2,565,450 common shares at about $0.27 per share, leaving about $2.1 million outstanding.
Healthy Choice Wellness Corp. reported weaker results for the three and six months ended June 30, 2026. Net sales for the first half of 2026 were $34,854,867, down from $40,459,585 a year earlier, with retail grocery remaining the core revenue driver. Gross profit for the six-month period was $13,344,503, while operating expenses rose to $17,600,683, leading to a loss from operations of $4,256,180.
For the first half of 2026, the company recorded a net loss of $6,743,937, compared with $1,051,769 in the prior-year period, driven in part by a $1,623,922 impairment on its equity method investment and higher other expenses. Operating cash flow swung to an outflow of $1,195,065 versus an inflow of $2,159,785 a year earlier. Cash and cash equivalents declined to $893,825, and working capital was negative $6.6 million. Total debt (net) decreased to $4,728,716 from $7,298,459, and stockholders’ equity fell to $3,504,168. Management disclosed conditions that raise substantial doubt about the company’s ability to continue as a going concern but outlined cost reductions, debt conversions, $13.25 million of Series A preferred commitments (of which $5.25 million was funded), and a new at-the-market equity program as key mitigation plans.
Healthy Choice Wellness Corp. reports that on August 7, 2026, a holder of a promissory note exchanged $692,671 of note principal for 2,565,450 shares of Class A common stock at $0.27 per share. The note had been issued under a Loan and Security Agreement dated July 18, 2024.
The exchange was effected under a May 28, 2026 exchange agreement and treated as an unregistered sale of equity relying on the Section 3(a)(9) exemption under the Securities Act. After this transaction, approximately $2.1 million of principal and interest remains outstanding under the Credit Agreement. The company states that no commissions or other remuneration were paid to solicit the exchange.
Healthy Choice Wellness Corp. reports that Host Digital Infrastructure LLC, which is party to a pending merger with Healthy Choice Wellness, has entered into a long-term data center lease with a major privately held cloud infrastructure company. The agreement covers 43 MW of critical IT load capacity at Host Digital’s existing northeast Oklahoma facility.
The lease has a 15‑year base term, is structured on a take‑or‑pay basis with renewal options and annual rent escalators, and is expected to begin delivering capacity in the first quarter of 2027. Management states the lease represents approximately $1.25 billion in contracted revenue over the base term and approximately $3.2 billion if all renewal options are exercised for a total term of 30 years. The arrangement also includes customary rent abatement provisions for outages consistent with other data center leases. The company reiterates that completion of the merger, development of the site, and finalization of a backstop agreement are subject to various risks described in its proxy materials and SEC filings.
Healthy Choice Wellness Corp. is seeking stockholder approval for a merger in which Host Digital Infrastructure LLC will become its wholly owned subsidiary, with Host Digital holders receiving a fixed share-based consideration. Based on an Applicable Share Price of $0.27 per share, HCWC will issue an aggregate 1,574,074,074 shares of HCWC Common Stock or Pre-Funded Warrants as Base Stock Consideration, and Host Digital holders are expected to own approximately 96% of the outstanding HCWC Common Stock after closing.
To enable the transaction, stockholders are asked at an August 27, 2026 virtual special meeting to approve the NYSE American Rule 713 stock issuance, an increase in authorized common shares to 2,000,000,000, a name change to one selected by Host Digital, authorization for stockholder action by written consent, and a reverse stock split of up to 1-for-100 at the Board’s discretion, plus auditor ratification and potential adjournment. HCWC insiders will receive incentive awards for up to 12,000,000 shares (including 5,200,000 for CEO Jeffrey Holman), and all existing unvested restricted stock has vested.
The combined company will be accounted for as a reverse acquisition, with Host Digital as the accounting acquirer and the business focus shifting to Host Digital’s U.S. data center platform supporting AI and high-performance computing. Key risks highlighted include substantial dilution to existing HCWC holders, Host Digital’s early-stage status with no material revenues, dependence on project financing for a $27.7 million Oklahoma facility and on a single major tenant, significant power-supply needs, fixed-share merger consideration that is sensitive to HCWC’s share price, and potential tax and reverse termination fee obligations.
Healthy Choice Wellness Corp. entered into a First Amendment to its Amended and Restated Securities Purchase Agreement, issuing 1,313 shares of Series A Convertible Preferred Stock to four investors in exchange for waivers of their rights to participate in future equity offerings.
The new preferred shares are convertible into up to 951,087 shares of Class A common stock at a conversion price of $1.38 per share. The company also filed a Certificate of Amendment to its Series A preferred designation, increasing the number of designated Series A shares from 5,250 to 7,000 and cancelling the purchasers’ participation rights. These securities were issued as unregistered offerings under Section 4(a)(2) and Rule 506(b) and are characterized as restricted securities.