Healthy Choice Wellness (NYSE American: HCWC) issues new Series A preferred and cancels rights
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Filing Explained
Although Item 1.01 says the company “will issue” the preferred shares, the same report refers to their issuances and says the Certificate of Amendment was filed on
8-K Event Classification
5 items: 1.01, 3.02, 3.03, 5.03, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Series A Preferred Issued: 1,313 shares
Common Shares Underlying Preferred: 951,087 shares
Conversion Price: $1.38 per share
+4 more
7 metrics
Series A Preferred Issued
1,313 shares
Shares of Series A Convertible Preferred Stock issued to four investors
Common Shares Underlying Preferred
951,087 shares
Maximum Class A common shares issuable upon conversion of new preferred
Conversion Price
$1.38 per share
Conversion price for Class A common stock underlying Series A Preferred
Prior Designated Series A Preferred
5,250 shares
Number of designated Series A preferred shares before Certificate of Amendment
New Designated Series A Preferred
7,000 shares
Number of designated Series A preferred shares after Certificate of Amendment
Certificate of Amendment Date
July 31, 2026
Filing date of Certificate of Amendment with Delaware Secretary of State
SPA Amendment Date
May 27, 2026
Date of First Amendment to Amended and Restated Securities Purchase Agreement
Key Terms
Series A Convertible Preferred Stock, restricted securities, Section 4(a)(2) of the Securities Act of 1933, Rule 506(b) of Regulation D, +1 more
5 terms
Series A Convertible Preferred Stock financial
"shares of its Series A Convertible Preferred Stock (the “HCWC 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.
restricted securities regulatory
"constitute restricted securities that may not be offered or sold absent"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933"
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D, as promulgated by the Commission"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment to the Second Amended and Restated"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What agreement did Healthy Choice Wellness (HCWC) amend in this 8-K/A?
Healthy Choice Wellness Corp. amended its Amended and Restated Securities Purchase Agreement through a First Amendment, issuing new Series A Convertible Preferred Stock to four investors in exchange for waivers of future equity participation rights.
How did Healthy Choice Wellness (HCWC) change its Series A preferred stock designation?
HCWC increased its designated Series A Convertible Preferred Stock from 5,250 to 7,000 shares through a Certificate of Amendment filed on July 31, 2026, and cancelled the purchasers’ rights to participate in future equity offerings.
What happened to investors’ participation rights in future HCWC equity offerings?
The rights of the four purchasers to participate in future equity offerings of HCWC were waived and cancelled in connection with the SPA Amendment and the Certificate of Amendment to the Series A preferred designation.
Which exemptions did Healthy Choice Wellness (HCWC) rely on for this equity issuance?
HCWC relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D for the issuances, treating the preferred and underlying common shares as restricted securities exempt from registration.