Healthy Choice enacts 1-for-35 reverse stock split

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.

Rhea-AI Filing Summary

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.

Filing Explained

Authorized capital now includes 1.96 billion common and 40 million preferred shares, while the reverse split is already reflected in trading.

The charter amendment became effective at August 28, 2026, and split-adjusted Class A common stock began trading at market open on August 31, 2026 under CUSIP 42227T303.

The amended charter now authorizes 1,960,000,000 common shares and 40,000,000 preferred shares, including 13,250 designated Series A Convertible Preferred Stock.

These amounts establish additional capital-raising capacity in the charter; this filing does not state that the newly authorized shares were issued.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Reverse Stock Split Ratio: one-for-thirty-five (35) reverse stock split Reverse Stock Split Effective Time: 11:59 p.m. Eastern Time on August 28, 2026 Split-Adjusted Trading Start Date: August 31, 2026 +5 more

8 metrics

Reverse Stock Split Ratio one-for-thirty-five (35) reverse stock split Each 35 shares of common stock converted into one share at the Effective Time

Reverse Stock Split Effective Time 11:59 p.m. Eastern Time on August 28, 2026 Time when the reverse stock split became effective

Split-Adjusted Trading Start Date August 31, 2026 Date HCWC common stock began trading on a split-adjusted basis on NYSE American

Authorized Capital Stock After Amendment 2,000,000,000 shares Total authorized capital stock following the charter amendment

Authorized Common Stock After Amendment 1,960,000,000 shares Common stock portion of authorized capital after the amendment

Authorized Class A Common Stock 1,900,000,000 shares Authorized Class A common stock included in total common stock

Authorized Class B Common Stock 60,000,000 shares Authorized Class B common stock included in total common stock

Series A Convertible Preferred Designation 13,250 shares Number of preferred shares designated as Series A Convertible Preferred Stock

Key Terms

Reverse Stock Split, Certificate of Amendment, authorized capital stock, Series A Convertible Preferred Stock, +2 more

6 terms

Reverse Stock Split financial

"approved a one-for-thirty-five reverse stock split (the “Reverse Stock Split”)"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Amendment regulatory

"the Company filed a Certificate of Amendment (the “Amendment”)"

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.

authorized capital stock financial

"increase the total number of shares of capital stock that the Company is authorized to issue"

Series A Convertible Preferred Stock financial

"including 13,250 shares designated as 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.

written consent regulatory

"permit stockholders of the Company to act by written consent in lieu of a meeting"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Section 228 of the General Corporation Law of the State of Delaware regulatory

"by written consent in accordance with Section 228 of the General Corporation Law"

FAQ

What reverse stock split did HCWC approve and implement?

HCWC implemented a one-for-thirty-five reverse stock split of its Class A common stock. At the effective time, every 35 shares of common stock outstanding were automatically converted into one share, with no change to the $0.001 par value per share.

When did HCWC’s reverse stock split take effect and when did split-adjusted trading begin?

The reverse stock split became effective at 11:59 p.m. Eastern Time on August 28, 2026. HCWC’s common stock began trading on a split-adjusted basis on the NYSE American at market open on August 31, 2026 under a new CUSIP number.

How did HCWC handle fractional shares in the reverse stock split?

HCWC did not issue fractional shares. Stockholders whose holdings would have resulted in fractional shares had those fractions aggregated and rounded up to the next whole share of common stock, and no stockholders received cash in lieu of fractional shares.

How many shares is HCWC now authorized to issue after the amendment?

After the amendment, HCWC is authorized to issue 2,000,000,000 shares of capital stock. This consists of 1,960,000,000 shares of common stock (including 1,900,000,000 Class A and 60,000,000 Class B) and 40,000,000 shares of preferred stock.

What change did HCWC make regarding stockholder written consents?

HCWC amended its charter to permit stockholders to take any action that could be taken at an annual or special meeting by written consent, without a meeting, prior notice, or a vote, in accordance with Section 228 of the Delaware General Corporation Law.

What preferred stock designation does HCWC disclose in its authorized capital?

Within the 40,000,000 authorized preferred shares, HCWC discloses that 13,250 shares are designated as Series A Convertible Preferred Stock, as part of the broader capital structure changes approved with the charter amendment.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/31/2026 - 05:26 PM Accepted by SEC EDGAR 08/31/2026 - 05:25 PM Learn about SEC filing dates

false --12-31 0001948864 0001948864 2026-08-27 2026-08-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026

HEALTHY CHOICE WELLNESS CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-42274		88-4128927
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

3800 N. 28^th Way, #1

Hollywood, Florida 33020

(Address of Principal Executive Office) (Zip Code)

(305) 600-5004

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock		HCWC		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, on August 27, 2026, following the special meeting of stockholders of Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), held on August 27, 2026 (the “Special Meeting”), the Company’s board of directors (the “Board”) approved a one-for-thirty-five reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). Following Board approval and announcement of the Reverse Stock Split, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to, among other things, (i) effect the Reverse Stock Split, (ii) increase the total number of shares of capital stock that the Company is authorized to issue, and (iii) permit stockholders of the Company to act by written consent in lieu of a meeting, with the Amendment becoming effective as of 11:59 p.m. Eastern Time on August 28, 2026 (the “Effective Time”).

The Amendment amended Article IV of the Charter to effect the Reverse Stock Split. At the Effective Time, every thirty-five (35) shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically converted into one share of Common Stock, without any change in the par value per share of the Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise have been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split instead had that fractional interest rounded up to the next whole share of Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders received cash in lieu of fractional shares.

The Common Stock began trading on a split-adjusted basis under the new CUSIP number 42227T303 on the NYSE American at market open on August 31, 2026.

The Amendment further amended Article IV of the Charter to increase the total number of shares of capital stock that the Company is authorized to issue from 600,000,000 shares to 2,000,000,000 shares, consisting of (i) 1,960,000,000 shares of common stock, par value $0.001 per share, including 1,900,000,000 shares of Class A common stock and 60,000,000 shares of Class B common stock, and (ii) 40,000,000 shares of preferred stock, par value $0.001 per share, including 13,250 shares designated as Series A Convertible Preferred Stock. This increase in authorized capital stock was approved by the Company’s stockholders at the Special Meeting.

The Amendment also amended Article VII of the Charter to, among other things, permit stockholders of the Company to take any action required or permitted to be taken at an annual or special meeting of stockholders without a meeting, without prior notice and without a vote, by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware. This change was approved by the Company’s stockholders at the Special Meeting.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Healthy Choice Wellness Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

		HEALTHY CHOICE WELLNESS CORP.
Date:	August 31, 2026	By:	/s/ Jeffrey E. Holman
			Jeffrey E. Holman
			Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 18.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB