STOCK TITAN

Healthy Choice (NYSE: HCWC) lines up new multi-million stock sale program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. (HCWC) established an at-the-market equity issuance program for its Class A common stock, allowing the offer and sale of Shares with an aggregate offering price of up to $2,625,000. The Shares may be sold from time to time through Cantor Fitzgerald & Co. under a Controlled Equity Sales Agreement, using the company’s effective Registration Statement on Form S-3 and a new prospectus supplement. Healthy Choice Wellness Corp. intends to use any net proceeds for general corporate purposes, with interim investment in interest-bearing, investment-grade securities, certificates of deposit or government securities, while paying Cantor a cash commission of up to 3.0% of gross proceeds plus specified expenses.

Positive

  • None.

Negative

  • None.
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.
Aggregate offering price $2,625,000 Maximum total amount of Class A common stock offered under the at-the-market program
Cash commission to Cantor up to 3.0% of gross proceeds Commission rate on sales of Shares under the Controlled Equity Sales Agreement
Registration Statement file number File No. 333-291258 Form S-3 used for issuance of Shares in the at-the-market offering
Par value of Class A common stock $0.001 per share Par value of the Shares offered under the at-the-market program
Sales Agreement date August 26, 2026 Date Healthy Choice Wellness Corp. entered into the Controlled Equity Sales Agreement with Cantor
at the market offering regulatory
"method permitted by law deemed to be an “at the market offering” as defined in Rule 415"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Controlled Equity Sales Agreement financial
"entered into a Controlled Equity Sales Agreement (the “Sales Agreement”) with Cantor"
Registration Statement on Form S-3 regulatory
"issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291258)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
general corporate purposes financial
"intends to use the net proceeds from the Offering, if any, for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
interest-bearing, investment-grade securities financial
"intends to invest the net proceeds in interest-bearing, investment-grade securities, certificates"

FAQ

What at-the-market offering did HCWC announce on August 26, 2026?

Healthy Choice Wellness Corp. announced an at-the-market equity issuance program to offer and sell shares of its Class A common stock with an aggregate offering price of up to $2,625,000 under a new prospectus supplement to its effective Registration Statement on Form S-3.

Which firm is acting as sales agent for HCWC’s at-the-market program?

Cantor Fitzgerald & Co. is acting as sales agent under a Controlled Equity Sales Agreement, through which Healthy Choice Wellness Corp. may offer and sell Shares from time to time to or through Cantor using methods deemed an at-the-market offering under Rule 415.

What commission will HCWC pay Cantor in this at-the-market program?

Under the Sales Agreement, Healthy Choice Wellness Corp. will pay Cantor Fitzgerald & Co. a cash commission of up to 3.0% of the gross proceeds from sales of Shares under the program and will also reimburse Cantor for certain specified expenses.

What are the intended uses of net proceeds from HCWC’s offering?

Healthy Choice Wellness Corp. currently intends to use any net proceeds from the at-the-market offering for general corporate purposes. Pending their application, the company plans to invest the net proceeds in interest-bearing, investment-grade securities, certificates of deposit or government securities.

Under which registration statement is HCWC’s at-the-market program being conducted?

The at-the-market program is conducted under Healthy Choice Wellness Corp.’s Registration Statement on Form S-3 (File No. 333-291258), which was filed on November 4, 2025 and became effective on November 24, 2025, together with the new prospectus supplement and the Sales Agreement.

On which exchange is HCWC’s Class A common stock listed?

Healthy Choice Wellness Corp.’s Class A common stock, trading under the symbol HCWC, is listed on the NYSE American, where Cantor may make at-the-market sales of the Shares as part of the offering.

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 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

 

 

Filing Exhibits & Attachments

6 documents