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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 26, 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. 28th 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 8.01 Other Events.
On
August 26, 2026, Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), filed a new prospectus supplement
(the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) with
respect to the offer and sale of shares of its Class A common stock, par value $0.001 per share (the “Shares”), with
an aggregate offering price of up to $2,625,000 (the “Offering”), establishing an at-the-market equity issuance program.
On August 26, 2026, the Company also entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”)
with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may offer and sell the Shares from time
to time to or through Cantor.
Any
Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291258)
(the “Registration Statement”), which was filed on November 4, 2025 and became effective on November 24, 2025 pursuant
to Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Prospectus Supplement, which
forms a part of the Registration Statement, and the Sales Agreement.
The
Company currently intends to use the net proceeds from the Offering, if any, for general corporate purposes. As of the date of the Prospectus
Supplement, the Company cannot specify with certainty all of the particular uses for the net proceeds from this Offering, if any. As
a result, the Company’s management team will have broad discretion regarding the timing and application of the net proceeds from
this Offering. Pending the application of the net proceeds, the Company intends to invest the net proceeds in interest-bearing, investment-grade
securities, certificates of deposit or government securities.
Cantor
may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the
Securities Act, including, without limitation, sales made through the New York Stock Exchange American (“NYSE American”)
or on any other existing trading market for the Shares or through or to a market maker. Cantor will use its best efforts to sell the
Shares from time to time consistent with its normal trading and sales practices and applicable state and federal rules, regulations and
NYSE American rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters
or conditions the Company may impose).
The
Sales Agreement contains customary representations, warranties and agreements by the Company, including mutual obligations of the
Company and Cantor to indemnify the other party for certain liabilities, including under the Securities Act, and contribution
provisions in the event indemnification is unavailable. Under the terms of the Sales Agreement, the Company will pay Cantor a cash
commission of up to 3.0% of the gross proceeds from sales of the Shares sold under the Sales Agreement. The Company will also reimburse Cantor for certain specified expenses.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation or sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
The
Sales Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Sales Agreement is qualified in its entirety
by reference to such exhibit. The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1
to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration
Statement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Sales Agreement, dated August 26, 2026, between the Company and Cantor Fitzgerald & Co. |
| 5.1 |
|
Opinion of Cozen O’Connor |
| 23.1 |
|
Consent of Cozen O’Connor (included in Exhibit 5.1) |
| 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
26, 2026 |
By:
|
/s/
Jeffrey E. Holman |
| |
|
Jeffrey
E. Holman |
| |
|
Chief
Executive Officer |