Healthy Choice Wellness swaps debt for shares

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Principal Exchanged: $692,671 Shares Issued: 2,565,450 shares Exchange Price: $0.27 per share +4 more

7 metrics

Principal Exchanged $692,671 Promissory note principal converted to Class A common stock on August 7, 2026

Shares Issued 2,565,450 shares Class A common stock issued in exchange for note principal

Exchange Price $0.27 per share Implied price for Class A common stock in the exchange

Remaining Debt and Interest Approximately $2.1 million Principal and interest still unpaid under the Credit Agreement after the exchange

Credit Agreement Date July 18, 2024 Date of Loan and Security Agreement under which the note was issued

Exchange Agreement Date May 28, 2026 Date the exchange agreement with the noteholder was entered into

Exchange Date August 7, 2026 Date the note-for-share exchange was completed

Key Terms

Exchange Agreement, Loan and Security Agreement, Credit Agreement, Section 3(a)(9) of the Securities Act, +1 more

5 terms

Exchange Agreement financial

"pursuant to an exchange agreement (an “Exchange Agreement”) entered into with such holder"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

Loan and Security Agreement financial

"The Note was issued pursuant to that Loan and Security Agreement (the “Credit Agreement”)"

A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.

Credit Agreement financial

"principal and interest remains unpaid pursuant to the Credit Agreement"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Section 3(a)(9) of the Securities Act regulatory

"pursuant to Section 3(a)(9) of the Securities Act"

unregistered sale of equity securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities"

FAQ

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

What transaction did Healthy Choice Wellness Corp. (HCWC) report on August 7, 2026?

Healthy Choice Wellness Corp. reported a noteholder exchanged $692,671 of promissory note principal for 2,565,450 Class A shares at $0.27 per share, treated as an unregistered sale of equity securities.

How many HCWC shares were issued in the August 7, 2026 exchange?

The company issued 2,565,450 Class A common shares in exchange for $692,671 of promissory note principal, implying an agreed conversion price of $0.27 per share under the exchange agreement.

What debt remains outstanding for HCWC after the reported exchange?

After the exchange, approximately $2.1 million of principal and interest remains unpaid under Healthy Choice Wellness Corp.’s Loan and Security Agreement (the Credit Agreement) originally dated July 18, 2024.

What Securities Act exemption did HCWC rely on for this unregistered sale?

Healthy Choice Wellness Corp. states it relied on the Section 3(a)(9) exemption from Securities Act registration for the private exchange of note principal into Class A common stock, and paid no commissions for soliciting the transaction.

When was the exchange agreement for the HCWC note-for-stock transaction signed?

The exchange agreement with the noteholder was entered into on May 28, 2026, and the actual exchange of $692,671 of note principal for 2,565,450 shares occurred on August 7, 2026.

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

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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 7, 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 3.02. Unregistered Sales of Equity Securities.

On August 7, 2026, a holder of a promissory note (the “Note”) issued by Healthy Choice Wellness Corp. (the “Company”) pursuant to an exchange agreement (an “Exchange Agreement”) entered into with such holder, on May 28, 2026, exchanged an aggregate amount of $692,671 of principal of the Note for 2,565,450 shares of the Company’s Class A common stock at a price per share of $0.27 (the “Exchange”). The Note was issued pursuant to that Loan and Security Agreement (the “Credit Agreement”), dated as of July 18, 2024, among the Company and certain lenders named therein. Following the Exchange, approximately $2.1 million of principal and interest remains unpaid pursuant to the Credit Agreement. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of the above referenced Company Class A common stock, pursuant to Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.

Item 9.01. Financial Statements and Exhibits.

None.

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 13, 2026	By:	/s/ Jeffrey E. Holman
			Jeffrey E. Holman
			Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

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