Healthy Choice Wellness (HCWC) converts $692K note into 2.6M shares
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.
Positive
- None.
Negative
- None.
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, and 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
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.
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.
