[8-K] HEALTHY CHOICE WELLNESS CORP. Reports Material Event

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. entered into a Securities Purchase Agreement to sell 2,000 shares of its Series A Convertible Preferred Stock for an aggregate $2,000,000. The transaction closed on November 13, 2025.

Each preferred share is currently convertible into Class A common at a conversion price of $1.38, representing 1,449,275 shares if fully converted. The company plans to use proceeds for general working capital and potential acquisitions, and agreed to register the common shares issuable upon conversion.

HCWC filed a Second Amended and Restated Certificate of Designation establishing voting on an as-converted basis, a liquidation preference of $1,000 per preferred share, and class protections requiring majority preferred approval for adverse changes or increases to authorized preferred. The issuance was conducted as an unregistered offering under Section 4(a)(2) and Rule 506(b) of Regulation D.

Insights

Capital markets analyst

HCWC raised cash via a private preferred round convertible at $1.38.

HCWC completed a private placement of 2,000 Series A preferred shares for $2,000,000, closing on November 13, 2025. The preferred is convertible at a fixed price of $1.38 per share, implying 1,449,275 common shares if fully converted. The company agreed to register the underlying common shares for potential resale.

The Certificate of Designation provides an as-converted vote, a liquidation preference of $1,000 per preferred share, and protective provisions requiring majority preferred approval for adverse changes. Proceeds are designated for working capital and potential acquisitions.

The funding adds cash immediately; any future conversion depends on holder decisions and market conditions. Subsequent filings may provide details on the registration of the underlying shares.

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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): November 11, 2025

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 1.01. Entry into a Material Definitive Agreement

On November 11, 2025, Healthy Choice Wellness Corp. (the “Company” or “HCWC”) entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company agreed to sell 2,000 shares (the ‘Shares”) of its Series A Convertible Preferred Stock (the “HCWC Preferred Stock”) to investors (the “Purchasers”) for an aggregate subscription price of $2,000,000 (the “Offering”), subject to certain conditions. The HCWC Preferred Stock is currently convertible into 1,449,275 shares of the Company’s Class A Common Stock at a conversion price of $1.38 per share, with such conversion price subject to adjustment as described below and as set forth in the Certificate of Designation (as defined below).

The proceeds the Company receives in the Offering will be used for general working capital purposes and potential acquisitions. The Company has agreed to register the shares of HCWC Class A Common Stock issuable upon conversion of the Shares.

The transactions contemplated by the SPA were consummated on November 13, 2025.

The foregoing description of the Securities Purchase Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached to this Current Report as Exhibit 10.1, which is incorporated by reference herein.

ITEM 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The issuances of the Shares and the shares of HCWC Class A Common Stock issuable upon conversion thereof were exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission. The shares of HCWC Preferred Stock and the shares of HCWC Class A Common Stock into which they may be converted constitute restricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

See Item 5.03 herein for a discussion of the terms of the HCWC Preferred Stock.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGEIN FISCAL YEAR.

On November 13, 2025, the Company filed a Second Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware. The number of shares of HCWC Preferred Stock designated an additional 2,000 shares of HCWC Preferred Stock has a stated value equal to $1,000 (the “Stated Value”).

Voting Rights

The HCWC Preferred Stock shall have voting rights on as converted basis. However, as long as any shares of HCWC Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCWC Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCWC Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCWC Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing.

Liquidation.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of HCWC Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to $1,000 per share of HCWC Preferred Stock.

Conversion Price

The conversion price for the HCWC Preferred Stock shall equal $1.38.

The foregoing description of the HCWC Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Company’s Second Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Healthy Choice Wellness Corp. Second Amended and Restated Certificate of Designation of Preferences, Rights And Limitations of Series A Convertible Preferred Stock
10.1		Securities Purchase Agreement, dated as of November 11, 2025, by and between Healthy Choice Wellness Corp. and the investors named therein
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:	November 14, 2025	By:	/s/ Jeffrey E. Holman
			Jeffrey E. Holman
			Chief Executive Officer

FAQ

What did HCWC (HCWC) announce in this 8-K?

The company sold 2,000 shares of Series A Convertible Preferred Stock for $2,000,000 under a Securities Purchase Agreement and closed on November 13, 2025.

How many common shares can HCWC’s preferred convert into and at what price?

The Series A is currently convertible into 1,449,275 Class A common shares at a conversion price of $1.38 per share.

What will HCWC use the proceeds for?

Proceeds are earmarked for general working capital and potential acquisitions.

Will the underlying common shares be registered?

Yes. HCWC agreed to register the Class A common shares issuable upon conversion of the preferred.

What rights does the Series A preferred include?

It has as-converted voting rights, a $1,000 per share liquidation preference, and protective provisions requiring majority preferred approval for adverse changes.

Under what exemption was the offering made?

The issuance was exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.