Healthy Choice Wellness (HCWC) pursues merger after 15‑year 43MW cloud lease

Rhea-AI Filing Summary

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.

Positive

• Company has binding commitments for $13.25 million of Series A Convertible Preferred Stock financing, with $8.0 million remaining available to support liquidity.
• Host Digital, expected to become a subsidiary via merger, entered a 15‑year take‑or‑pay lease for 43 MW of data‑center capacity with a major cloud customer, providing long‑term contracted demand.

Negative

• As of June 30, 2026, the company reported a six‑month net loss of approximately $6.7 million and operating cash use of $1.2 million, indicating ongoing losses.
• Balance sheet pressure is significant, with cash of about $0.9 million and negative working capital of $6.6 million, initially raising substantial doubt about going‑concern status.

Filing Explained

The completed debt conversion issued 2,565,450 shares; 951,087 additional shares remain tied to preferred conversion, affecting existing ownership if converted.

Healthy Choice Wellness Corp. says this Form 10-Q/A, an unaudited quarterly-report amendment, corrects Note 2 and Note 18 only; it reports no other financial-statement or disclosure revisions.

The filing reports that $692,672 of debt principal was converted into 2,565,450 Class A common shares on August 7, 2026, while the company agreed to issue 1,313 Series A preferred shares convertible into 951,087 common shares.

The debt conversion is complete and leaves no further shares issuable under that exchange, while the preferred-stock conversion remains a potential additional common-share issuance; if issued, those shares would reduce existing holders’ percentage ownership absent offsetting changes.

The merger with Host Digital remains before completion: the definitive proxy was filed on August 6, 2026, and the special stockholder meeting is expected in the third quarter of 2026.

Host Digital has entered a 15-year take-or-pay lease for 43 megawatts of data-center capacity and is expected to become a wholly owned subsidiary only when the merger is completed.

Key Figures

Cash and cash equivalents: $0.9 million Negative working capital: $6.6 million Net loss: $6.7 million +5 more

8 metrics

Cash and cash equivalents $0.9 million As of June 30, 2026

Negative working capital $6.6 million As of June 30, 2026

Net loss $6.7 million For the six months ended June 30, 2026

Cash used in operating activities $1.2 million For the six months ended June 30, 2026

Series A Preferred Stock commitments $13.25 million Total binding commitments from institutional investors

Remaining preferred commitment $8.0 million Unfunded portion under Series A Preferred Stock offering, extended to April 1, 2027

Debt converted to equity $692,672 Principal converted into 2,565,450 shares on August 7, 2026

Data center lease capacity 43 MW Critical IT load under 15-year take-or-pay lease

Key Terms

going concern, Series A Convertible Preferred Stock, take-or-pay basis, Transition Services Agreement, +1 more

5 terms

going concern financial

"raise substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Series A Convertible Preferred Stock financial

"commitments from institutional investors to purchase $13.25 million of its Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

take-or-pay basis financial

"The lease is structured on a take-or-pay basis and includes renewal options"

A take-or-pay basis is a contract where a buyer agrees to either accept a set amount of goods or services from a supplier or, if they don’t take them, still pay a predetermined fee. For investors, this creates predictable revenue for the supplier and a fixed-cost commitment for the buyer—like reserving and paying for a table at a restaurant whether you eat there or not—which can stabilize cash flow but also add risk if demand falls.

Transition Services Agreement financial

"Termination Agreement, which formally terminated the Transition Services Agreement effective as of January 1, 2026"

A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.

Regulation D regulatory

"exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

What going concern issues does HCWC disclose in its amended Q2 2026 10-Q/A?

HCWC reports conditions that raised substantial doubt about its ability to continue as a going concern, including a $6.7 million net loss, $1.2 million operating cash outflow, and $6.6 million negative working capital. Management believes cost cuts and new financing collectively alleviate this doubt.

How much liquidity and working capital does HCWC report as of June 30, 2026?

As of June 30, 2026, HCWC had cash and cash equivalents of approximately $0.9 million and negative working capital of $6.6 million. These figures highlight tight near‑term liquidity, partly addressed by committed preferred‑stock financing and subsequent debt conversion transactions.

What preferred stock financing has HCWC arranged according to the 10-Q/A?

HCWC has binding commitments from institutional investors to purchase $13.25 million of Series A Convertible Preferred Stock, with $5.25 million funded by June 30, 2026 and $8.0 million remaining committed through April 1, 2027. Authorized Series A shares were increased from 5,250 to 7,000.

What major lease did Host Digital, related to HCWC, enter into after quarter-end?

On August 7, 2026, Host Digital Infrastructure LLC, expected to become HCWC’s wholly owned subsidiary, entered a 15‑year take‑or‑pay lease to provide 43 MW of IT load at its Oklahoma data center to a large private cloud company, including renewal options and annual rent escalators.

What debt conversion transactions does HCWC describe in the amended filing?

On August 7, 2026, holders converted $692,672 of principal under HCWC’s Loan and Security Agreement into 2,565,450 Class A common shares at about $0.27 per share. After this transaction, approximately $2.1 million in principal and accrued interest remained outstanding under the loan.

How is HCWC using Series A Convertible Preferred Stock in subsequent events?

On August 6, 2026, HCWC agreed to issue 1,313 Series A Convertible Preferred shares in exchange for investors waiving certain future equity participation rights. These preferred shares are convertible into 951,087 Class A common shares at a conversion price of $1.38 per share.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 001-42274

HEALTHY CHOICE WELLNESS CORP.

(Exact name of Registrant as specified in its charter)

Delaware		88-4128927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3800 North 28th Way, Unit# 1 Hollywood, Florida		33020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 305-600-5004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		HCWC		NYSE American

As of August 14, 2026, there were 32,457,828 shares of the registrant’s Class A common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Original Report”), as filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2026, is solely to delete erroneously included paragraphs in Note 2 and Note 18 in Item 1 of Part I of the Original Report. The corrected Note 2 and Note 18 have been included in this Amendment. No other revisions have been made to our financial statements or any other disclosure contained in the Original Report.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

Except as described above, this Amendment makes no other changes to the Original Report as filed with the SEC on August 14, 2026, and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Report. This Amendment does not reflect subsequent events occurring after the original filing of the Original Report (i.e., those events occurring after August 14, 2026) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC.

HEALTHY CHOICE WELLNESS CORP.

FORM 10-Q/A FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

	Page
Part I. Financial Information	3
Item 1. Financial Statements	3
Part II. Other Information	5
Item 6. Exhibits	5
Part III. Signatures	6

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NOTE 2. GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.

Conditions Giving Rise to Substantial Doubt

As of June 30, 2026, the Company had cash and cash equivalents of approximately $0.9 million and negative working capital of $6.6 million. For the six months ended June 30, 2026, the Company incurred net losses of approximately $6.7 million and cash used in operating activities of approximately $1.2 million. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

Management’s Plans to Alleviate Substantial Doubt

Management has developed and initiated several operational and financing plans to mitigate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern.

Operationally, the Company has identified cost-saving opportunities, of which many have been implemented. These cost-saving measures are expected to reduce selling, general and administrative expenses and improve net income, thereby positively impacting operating cash flows. Management is also evaluating the performance of existing stores and rightsizing operations as necessary to improve store-level profitability and reduce cash burn. Additionally, the Company is pursuing strategic acquisitions to expand its store base and achieve economies of scale, which management believes will enhance profitability and generate positive operating cash flows over the long term.

On the financing front, the Company has secured binding commitments from institutional investors to purchase $13.25 million of its Series A Convertible Preferred Stock. As of June 30, 2026, the Company has received $5.25 million of this committed financing, with the remaining $8.0 million commitment extended to April 1, 2027 pursuant to the Ninth Amendment to the Healthier Choices Management Corp. (“HCMC”) Series E Securities Purchase Agreement (see Note 16- Stockholders’ Equity).

3

Subsequent to June 30, 2026, on August 7, 2026, the Company further reduced its debt obligations when holders converted $692,672 of outstanding principal under the Loan and Security Agreement into 2,565,450 shares of Class A common stock (see Note 18- Subsequent Events).

Management believes that the combination of these operational initiatives and committed equity financing will enable the Company to meet its obligations and capital requirements for at least twelve months from the date these financial statements are issued.

Conclusion

Based on the above, management has concluded that its plans, including the operational cost-saving initiatives and the financing arrangements described above, alleviate the substantial doubt raised by the Company’s historical operating results and financial condition. The Company believes that its cash on hand, the remaining $8.0 million commitment under the Series A Preferred Stock offering, and the reduction of debt obligations from the August 7, 2026 debt conversion will collectively enable the Company to meet its obligations and capital requirements for at least twelve months from the date these financial statements are issued. Accordingly, no adjustment has been made to the financial statements to account for this uncertainty.

NOTE 18. SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events—Overall, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were available to be issued. Based upon this review, the Company identified the following material subsequent events.

On May 27, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthy Choice Wellness II Corp., a wholly owned subsidiary of HCWC (“Merger Sub”), and Host Digital Infrastructure LLC (“Host Digital”). The Merger Agreement provides for the merger of Merger Sub with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “Merger”). On July 27, 2026, the SEC informed the Company that it had completed its review of the Company’s preliminary proxy statement filed in connection with the Merger and had no comments. On August 6, 2026, the Company filed its definitive proxy statement with the SEC in connection with the special meeting of stockholders to vote on the Merger. The special meeting of stockholders is expected to be held in the third quarter of 2026.

On July 24, 2026, the Board of Directors approved the First Amendment to the Second Amended and Restated Certificate of Designations of the Company’s Series A Convertible Preferred Stock (“Series A Stock”), which increased the number of authorized Series A Preferred Shares from 5,250 to 7,000. The amendment was filed with the Secretary of State of the State of Delaware on July 31, 2026.

On August 6, 2026, the Company entered into the First Amendment to the Amended and Restated Securities Purchase Agreement (the “SPA Amendment”) with four investors, pursuant to which the Company agreed to issue 1,313 shares of its Series A Convertible Preferred Stock in exchange for the waiver by the investors of certain rights to participate in future equity offerings of the Company. The Shares are convertible into 951,087 shares of the Company’s Class A Common Stock at a conversion price of $1.38 per share. The issuance of the Shares and the shares of Class A Common Stock issuable upon conversion thereof were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.

On August 7, 2026, holders of the Company’s outstanding promissory note under the Loan and Security Agreement dated July 18, 2024 elected to convert $692,672 of outstanding principal into 2,565,450 shares of the Company’s Class A common stock, pursuant to the Exchange Agreement dated May 28, 2026. The conversion was effected at a contractual conversion price of approximately $0.27 per share. Upon this conversion, all remaining conversion rights under the May 28, 2026 Exchange Agreement have been fully satisfied, and no further shares remain issuable thereunder. Following this transaction, approximately $2.1 million in principal and accrued interest remains outstanding under the Loan and Security Agreement.

On August 7, 2026, subsequent to June 30, 2026, Host Digital Infrastructure LLC (“Host Digital”), which is expected to become a wholly owned subsidiary of the Company upon completion of the Merger described above, entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies. Under the lease, Host Digital will provide 43 megawatts (“MW”) of critical information technology load capacity at its existing data center facility in northeast Oklahoma. The lease is structured on a take-or-pay basis and includes renewal options and annual rent escalators.

On August 10, 2026, the Company and HCMC entered into a Termination Agreement, which formally terminated the Transition Services Agreement effective as of January 1, 2026. The Termination Agreement provides for a mutual release of any liability or obligation under the TSA from and after the effective date. As a result, no further services will be provided by HCMC to the Company under the TSA, and all outstanding balances thereunder will be settled in the normal course of business. See Note 15 – Related Party Transactions for additional information.

4

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

See the exhibits listed in the accompanying “Index to Exhibits.”

INDEX TO EXHIBITS

Exhibit				Incorporated by Reference						Filed or Furnished
No.		Exhibit Description		Form		Date		Number		Herewith
31.1		Certification of Principal Executive Officer (302)								Filed
31.2		Certification of Principal Financial Officer (302)								Filed
32.1		Certification of Principal Executive Officer (906)								Furnished *
32.2		Certification of Principal Financial Officer (906)								Furnished *
101.INS		Inline XBRL Instance Document								Filed
101.SCH		Inline XBRL Taxonomy Extension Schema Document								Filed
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document								Filed
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document								Filed
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document								Filed
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document								Filed
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)								Filed

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

5

SIGNATURES

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

	HEALTHY CHOICE WELLNESS CORP.
Date: August 18, 2026	By:	/s/ Jeffrey Holman
		Jeffrey Holman
		Chief Executive Officer
Date: August 18, 2026	By:	/s/ John Ollet
		John Ollet
		Chief Financial Officer

6