Healthy Choice (NYSE: HCWC) sets Aug 28 start for 1-for-35 reverse split

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. (HCWC) reported stockholder approval at an August 27, 2026 special meeting for several key actions tied to its planned merger with Host Digital Infrastructure LLC. Stockholders approved issuing HCWC Class A common shares under the Merger Agreement (including shares issuable from pre-funded warrants), increasing authorized common shares to 2,000,000,000, permitting stockholder action by written consent, and changing the company’s name to one selected by Host Digital.

Stockholders also approved a reverse stock split of HCWC common stock at a ratio of up to 1-for-100, and on the same day the Board set the ratio at 1-for-35. The reverse split is expected to become effective on August 28, 2026 at 11:59 p.m. Eastern Time, with HCWC shares trading on a split-adjusted basis on NYSE American under the same symbol “HCWC” beginning August 31, 2026. The split will reduce outstanding shares but leave the par value unchanged; fractional shares will be rounded up to the next whole share. The company states the reverse split is being effected in connection with the proposed merger and is intended to help the post-merger entity satisfy NYSE American’s initial listing share price standard of $4.00.

Filing Explained

The August 27, 2026 vote cleared the merger-related approvals, but the merger itself remains conditional: HCWC says customary closing conditions still must be satisfied and only expects closing in the third quarter of 2026.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Class A common shares outstanding on Record Date: 29,892,378 shares Series A Convertible Preferred Stock outstanding on Record Date: 6,563 shares Total votes represented at special meeting: 24,230,128 votes +5 more

8 metrics

Class A common shares outstanding on Record Date 29,892,378 shares Issued and outstanding as of the close of business on August 6, 2026, entitled to one vote per share

Series A Convertible Preferred Stock outstanding on Record Date 6,563 shares Each share entitled to 725 votes on each proposal as of August 6, 2026

Total votes represented at special meeting 24,230,128 votes Represented approximately 69.92% of total voting power, constituting a quorum

Approval votes for Stock Issuance Proposal 19,801,784 votes for Stock Issuance Proposal related to merger consideration; 647,352 against and 44,185 abstentions

Authorized Class A common shares after amendment 2,000,000,000 shares Authorized under the amendment to HCWC’s certificate of incorporation approved by stockholders

Reverse stock split ratio 1-for-35 Every 35 shares of HCWC common stock will be converted into one share at the Effective Time

NYSE American minimum share price for post-merger listing $4.00 per share Minimum share price requirement for initial listing standard referenced in connection with the reverse merger

Effective Time of reverse stock split 11:59 p.m. Eastern Time on August 28, 2026 Effective date and time when the reverse stock split is expected to become operative

Key Terms

reverse stock split, Merger Agreement, pre-funded warrants, Series A Convertible Preferred Stock, +2 more

6 terms

reverse stock split financial

"approved a one-for-thirty-five (1:35) 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.

Merger Agreement regulatory

"pursuant to the Agreement and Plan of Merger (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

pre-funded warrants financial

"including shares issuable upon exercise of any pre-funded warrants to purchase HCWC"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Series A Convertible Preferred Stock financial

"there were 6,563 shares of Series A Convertible Preferred Stock of HCWC"

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

"to permit stockholders 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.

NYSE American Company Guide regulatory

"Under the NYSE American Company Guide, a listed company that engages in a reverse merger"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

FAQ

What reverse stock split did HCWC (HCWC) approve and at what ratio?

HCWC’s stockholders approved a reverse stock split of up to 1-for-100, and the Board set the final ratio at 1-for-35. Every 35 shares of Class A common stock will be automatically converted into one share, with no cash paid for fractions and fractional interests rounded up.

When will HCWC’s 1-for-35 reverse stock split take effect and when will split-adjusted trading begin?

The reverse stock split is expected to become effective on August 28, 2026 at 11:59 p.m. Eastern Time. HCWC shares are expected to begin trading on a split-adjusted basis on the NYSE American at market open on August 31, 2026 under the symbol HCWC.

How many authorized shares of common stock will HCWC (HCWC) have after the charter amendment?

Stockholders approved an amendment to HCWC’s certificate of incorporation increasing the total number of authorized Class A common shares to 2,000,000,000. The company states the reverse split itself does not change the number of authorized shares or the par value per share.

How does the HCWC reverse stock split relate to its proposed merger with Host Digital?

The reverse stock split is being effected in connection with HCWC’s proposed merger with Host Digital Infrastructure LLC. Under the NYSE American Company Guide, a reverse merger company must meet initial listing standards, including a minimum share price of $4.00, and the split is intended to help satisfy that requirement.

What were the quorum and voting power details for HCWC’s August 27, 2026 special meeting?

As of the August 6, 2026 record date, HCWC had 29,892,378 Class A common shares (one vote each) and 6,563 Series A Convertible Preferred shares (entitled to 725 votes each) outstanding. A total of 24,230,128 votes, about 69.92% of voting power, were present or represented, constituting a quorum.

What stock issuance related to the Host Digital merger did HCWC (HCWC) stockholders approve?

Stockholders approved the Stock Issuance Proposal, allowing issuance of HCWC Class A common stock pursuant to the Merger Agreement with Host Digital, including shares issuable upon exercise of any pre-funded warrants with an exercise price of $0.0001 per share issued as Merger Consideration.

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Understanding 8-K Material Events →

Available on EDGAR 08/27/2026 - 05:29 PM Accepted by SEC EDGAR 08/27/2026 - 05:28 PM Learn about SEC filing dates

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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 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 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders held on August 27, 2026 (the “Special Meeting”), the stockholders of Healthy Choice Wellness Corp., a Delaware corporation (“HCWC”) voted to approve the proposals as set forth below. The proposals are described in detail in HCWC’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2026 (the “Proxy Statement”). The voting results regarding each proposal, as determined by HCWC’s Inspector of Election, are set forth below.

As of the close of business on August 6, 2026, the record date of the Special Meeting (the “Record Date”), there were 29,892,378 shares of HCWC’s Class A common stock, par value $0.001 per share (“HCWC Common Stock”), issued and outstanding and entitled to one vote per share on each proposal. As of the Record Date, there were 6,563 shares of Series A Convertible Preferred Stock of HCWC (“Series A Preferred Stock”) issued and outstanding and entitled to 725 votes per share on each proposal. At the Special Meeting, an aggregate of 24,230,128 votes, representing approximately 69.92% of the total voting power of HCWC’s outstanding capital stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting a quorum to conduct business.

Proposal No. 1: To approve, including for purposes of complying with New York Stock Exchange American Rule 713, the issuance of shares of HCWC Common Stock pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among HCWC, Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of HCWC (“Merger Sub”) and Host Digital Infrastructure LLC, a Delaware limited liability company (“Host Digital”)(including shares issuable upon exercise of any pre-funded warrants to purchase HCWC Common Stock at an exercise price of $0.0001 per share issued as Merger Consideration (as defined in the Merger Agreement)) (the “Stock Issuance Proposal”).

The Stock Issuance Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,801,784		647,352		44,185		3,736,807

Proposal No. 2: To approve an amendment to HCWC’s certificate of incorporation to authorize 2,000,000,000 shares of HCWC Common Stock (the “Authorized Shares Proposal”).

The Authorized Shares Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,700,927		762,393		30,001		3,736,807

Proposal No 3: To approve an amendment to HCWC’s certificate of incorporation to change HCWC’s name to a name selected by Host Digital, in its sole discretion (the “Name Change Proposal”).

The Name Change Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions
23,052,754		1,085,507		91,867

Proposal No. 4: To approve an amendment to HCWC’s certificate of incorporation to permit stockholders to act by written consent in lieu of a meeting (the “Written Consent Proposal”).

The Written Consent Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,573,521		879,016		40,784		3,736,807

Proposal No. 5: To approve an amendment to HCWC’s certificate of incorporation to effect a reverse stock split of HCWC Common Stock at a ratio of up to and including 1-for-100, with such ratio to be determined in the discretion of the Board of Directors of HCWC (the “Board”) and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Split Proposal”).

The Reverse Split Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions
19,618,508		834,344		40,469

Proposal No. 6: To ratify the appointment of UHY LLP as HCWC’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal”).

The Auditor Proposal was approved by the requisite vote of HCWC stockholders.

Votes For		Votes Against		Abstentions
23,615,456		510,111		104,561

Adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Stock Issuance Proposal, the Authorized Shares Proposal, the Name Change Proposal, the Written Consent Proposal, the Reverse Split Proposal and the Auditor Proposal.

Pursuant to the terms of the Merger Agreement, the completion of the proposed transactions remains subject to certain customary closing conditions. Assuming timely satisfaction of the remaining customary closing conditions set forth in the Merger Agreement, the closing of the Merger (as defined below) is expected to occur in the third quarter of 2026.

Item 8.01 Other Events.

As disclosed under Item 5.07 of this Current Report, at the Special Meeting, HCWC’s stockholders approved (i) an amendment to HCWC’s Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse stock split of the HCWC Common Stock at a ratio of up to and including 1-for-100 (the “Reverse Stock Split”), with such ratio to be determined in the discretion of the Board and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, (ii) an amendment to HCWC’s Certificate of Incorporation to authorize 2,000,000,000 shares of HCWC Common Stock, and (iii) an amendment to HCWC’s Certificate of Incorporation to permit stockholders of HCWC to act by written consent in lieu of a meeting.

On August 27, 2026, the Board approved the Reverse Stock Split at a ratio of one-for-thirty-five (1:35) of the HCWC Common Stock. The Reverse Stock Split is expected to become effective on August 28, 2026 as of 11:59 p.m., Eastern Time (the “Effective Time”), with shares to begin trading on a split-adjusted basis on the New York Stock Exchange American (“NYSE American”) at market open on August 31, 2026. In connection with the Reverse Stock Split, every thirty-five (35) shares of HCWC Common Stock issued and outstanding as of the Effective Time will be automatically converted into one share of HCWC Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of HCWC Common Stock as a result of the Reverse Stock Split will instead have that fractional interest rounded up to the next whole share of HCWC Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders will receive cash in lieu of fractional shares.

The Reverse Stock Split will reduce the number of shares of HCWC Common Stock issued and outstanding but will not itself change the number of authorized shares of HCWC Common Stock or the par value per share of the HCWC Common Stock. The Reverse Stock Split will affect all of HCWC’s stockholders uniformly and will not affect any stockholder’s percentage interest in HCWC, except to the extent that the Reverse Stock Split results in any stockholder owning a fractional share that is rounded up in connection with the Reverse Stock Split.

In addition, when the Reverse Stock Split becomes effective, the HCWC Common Stock will continue to be listed on the NYSE American under the symbol ‘HCWC’, but will be assigned a new CUSIP number (42227T303).

On August 27, 2026, HCWC issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 27, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

NO OFFER OR SOLICITATION

This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed merger of Merger Sub with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “Merger”) and related transactions, HCWC has filed the Proxy Statement with the SEC. HCWC may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document that HCWC may file with the SEC. The Proxy Statement has been mailed to stockholders of HCWC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY HCWC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HCWC, HOST DIGITAL AND THE CONTEMPLATED TRANSACTIONS.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents containing important information about HCWC, Host Digital and the proposed transactions, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the Proxy Statement and other documents filed with the SEC by HCWC may be obtained free of charge on HCWC’s website at https://healthy-choice-wellness-corp.ir.rdgfilings.com/ or, alternatively, by directing a request by mail to HCWC at ir@hcwc1.com.

FORWARD LOOKING STATEMENTS

This Current Report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by HCWC from time to time in filings with the SEC or otherwise. Statements contained in this Current Report that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. HCWC assumes no obligation to update these statements. Forward-looking statements may include, but are not limited to, statements regarding the Merger and other transactions. In addition, when used in this Current Report, the words “expects,” “intends,” “may,” “plans,” “will,” “would,” “could,” “should,” “future,” “proposes,” and variations thereof and similar expressions are intended to identify forward looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the risk that the Merger is not completed, that required approvals for the Merger are not obtained, and other factors described in the Proxy Statement and as may be detailed from time-to-time in HCWC’s filings with the SEC.

PARTICIPANTS IN THE SOLICITATION

HCWC and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of HCWC, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, HCWC’s annual report on Form 10-K for the year ended December 31, 2025 and the proxy statement for HCWC’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on December 11, 2025. To the extent holdings of HCWC Common Stock by the directors and executive officers of HCWC have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, subsequently filed by HCWC’s directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed transactions when such materials become available. Investors and security holders should read the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from HCWC using the sources indicated above.

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 27, 2026	By:	/s/ Jeffrey E. Holman
			Jeffrey E. Holman
			Chief Executive Officer

Exhibit 99.1

Healthy Choice Wellness Corp. Announces 1-for-35 Reverse Stock Split

HOLLYWOOD, FL, August 27, 2026 -- Healthy Choice Wellness Corp. (NYSE American: HCWC) (the “Company”), a holding company focused on the natural and organic grocery sector, today announced that its Board of Directors (the “Board”) has approved a one-for-thirty-five (1:35) reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), that is expected to become effective on August 28, 2026 at 11:59 p.m., Eastern Time (the “Effective Time”). The Common Stock will continue to trade on the NYSE American under the symbol “HCWC” and is expected to begin trading on a split-adjusted basis upon market open on Monday, August 31, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 42227T303.

The Reverse Stock Split was approved by the Company’s stockholders at a special meeting of stockholders held on August 27, 2026, where stockholders approved, among other things, an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) authorizing the Board, in its discretion, to effect a reverse stock split of the Common Stock at a ratio of up to and including 1-for-100. The Board subsequently approved the Reverse Stock Split, and the filing of the related charter amendment, at a ratio of 1-for-thirty-five, effective as of the Effective Time. The Reverse Stock Split is being effected in connection with the Company’s previously announced proposed merger (the “Merger”) with Host Digital Infrastructure LLC (“Host Digital”). Under the NYSE American Company Guide, a listed company that engages in a reverse merger is eligible for continued listing only if the post-transaction combined entity satisfies the NYSE American’s standards for initial listing, including a minimum share price requirement of $4.00. The Reverse Stock Split is intended to help the combined company satisfy that minimum share price requirement in connection with the closing of the Merger, which is expected to occur in this third quarter.

At the Effective Time, every thirty-five (35) shares of the Company’s issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split will instead have that fractional interest rounded up to the next whole share of Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders will receive cash in lieu of fractional shares. The Reverse Stock Split itself will reduce the number of shares of Common Stock issued and outstanding but will not change the number of authorized shares of Common Stock or the par value per share of the Common Stock. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage interest in the Company, except to the extent that the Reverse Stock Split results in any stockholder owning a fractional share that is rounded up in connection therewith.

Separately, the Company’s stockholders also approved an amendment to the Charter increasing the total number of authorized shares of Common Stock to 2,000,000,000, which will be effected as part of the same charter amendment being filed on August 27, 2026 in connection with the Reverse Stock Split.

Information for HCWC Stockholders

The Company’s transfer agent, Equity Stock Transfer LLC, will provide information to stockholders regarding their stock ownership following the Reverse Stock Split. Stockholders holding their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Beneficial holders are encouraged to contact their bank, broker or other nominee with any procedural questions.

Additional information about the Reverse Stock Split and the related charter amendment can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2026. This document is publicly accessible on the SEC’s website at www.sec.gov.

About Healthy Choice Wellness Corp.

Healthy Choice Wellness Corp. is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Through its wholly owned subsidiaries, the Company operates Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s, and GreenAcres Market — a portfolio of 19 natural and organic grocery locations across six states.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the SEC or otherwise. Statements contained in this press release that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. The Company assumes no obligation to update these statements. Forward-looking statements may include, but are not limited to, (i) the impact of the Reverse Stock Split on the trading market for the Company’s Common Stock, including the trading price, liquidity, trading volume, volatility and marketability of the Common Stock after the Reverse Stock Split; (ii) public perception of the Reverse Stock Split and the potential impacts on the trading market or price of the Common Stock in light of the history of reverse stock splits for other companies; (iii) the likelihood that the Reverse Stock Split will result in any permanent increase in the trading price per share of Common Stock; (iv) whether or not the Reverse Stock Split will allow the Company to maintain compliance with NYSE American listing requirements; and (v) statements related to the expected outcome regarding the proposed merger with Host Digital. In addition, when used in this press release, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions are intended to identify forward looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, and as may be detailed from time to time in the Company’s other filings with the SEC.

Contact Information

Healthy Choice Wellness Corp.

3800 North 28th Way, Hollywood, FL 33020

305-600-5004

Email: ir@hcwc1.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 16.0 KB
• EX-99 GRAPHIC 7.2 KB

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