Healthy Choice Wellness trims $1.43M debt via share swap

Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain debt holders to restructure part of its borrowings.

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain debt holders to restructure part of its borrowings. The company will exchange $1,431,000 of note principal for 5,315,450 shares of Class A common stock at $0.27 per share. These notes were issued under a Loan and Security Agreement dated July 18, 2024. After the exchange, approximately $2,100,000 of indebtedness will remain outstanding under the credit facility. The holders are subject to a 9.9% beneficial ownership limitation, which restricts exchanges that would cause their ownership to exceed this level of the company’s outstanding common stock.

Insights

Capital structure & credit analyst

Debt-for-equity swap trims borrowings while adding new shares.

Healthy Choice Wellness Corp. is exchanging $1,431,000 of loan principal for 5,315,450 Class A shares at $0.27 each. This reduces secured debt from the July 18, 2024 credit agreement while using equity instead of cash to settle obligations.

After the transaction, about $2,100,000 remains outstanding under the credit agreement, so leverage is lowered but not eliminated. A 9.9% beneficial ownership cap limits how much stock any participating holder can control following exchanges.

This step adjusts the mix between debt and equity without disclosing additional financial metrics or guidance. Future company filings can show how ongoing exchanges, if any, affect interest expense, share count, and overall balance-sheet flexibility.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Debt exchanged: $1,431,000 principal Shares issued: 5,315,450 shares Exchange price: $0.27 per share +4 more

7 metrics

Debt exchanged $1,431,000 principal Notes converted to equity under Exchange Agreement dated May 28, 2026

Shares issued 5,315,450 shares Class A common stock issued in exchange for Notes

Exchange price $0.27 per share Price used to value shares in debt-for-equity exchange

Debt remaining $2,100,000 Approximate unpaid amount under Credit Agreement after exchange

Ownership cap 9.9% of outstanding common stock Beneficial ownership limitation for holders participating in exchange

Credit Agreement date July 18, 2024 Date of Loan and Security Agreement governing original Notes

Exchange Agreement date May 28, 2026 Date of agreement to swap debt for equity

Key Terms

Exchange Agreement, Loan and Security Agreement, Credit Agreement, beneficial owner, +2 more

6 terms

Exchange Agreement financial

"entered into an agreement (an “Exchange Agreement”) with certain holders"

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 Notes were issued pursuant to that Loan and Security 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

"Following completion of the Exchange, approximately $2,100,000 will remain 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.

beneficial owner regulatory

"The Holders are not entitled to receive shares ... to the extent to which the aggregate number of shares ... acquired by such beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Section 13(d) of the Exchange Act regulatory

"as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt is Healthy Choice Wellness Corp. (HCWC) exchanging in this 8-K?

Healthy Choice Wellness Corp. is exchanging $1,431,000 of principal from its outstanding Notes for shares of Class A common stock. These Notes were issued under a Loan and Security Agreement dated July 18, 2024 with lenders named in that agreement.

How many HCWC shares are issued in the Exchange Agreement and at what price?

The company will issue 5,315,450 shares of Class A common stock at $0.27 per share in exchange for part of its indebtedness. This converts a portion of the loan principal into equity rather than paying it back in cash.

How much debt remains after Healthy Choice Wellness Corp.’s exchange?

After completing the exchange, approximately $2,100,000 will remain unpaid under the Loan and Security Agreement. This means only part of the original indebtedness is being converted to equity, with a significant balance still outstanding on the credit facility.

What is the 9.9% beneficial ownership limitation mentioned for HCWC holders?

Participating holders cannot receive shares if the exchange would make them own more than 9.9% of outstanding common stock. This cap applies when calculating beneficial ownership under Section 13(d) and Section 16 of the Exchange Act and related SEC rules.

What agreement governs the Notes involved in Healthy Choice Wellness Corp.’s exchange?

The Notes being exchanged were issued under a Loan and Security Agreement, referred to as the Credit Agreement, dated July 18, 2024. The new Exchange Agreement, dated May 28, 2026, sets the terms for converting part of that debt into common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 12:18 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): May 28, 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)

(888) 766-5351

(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 May 28, 2026, Healthy Choice Wellness Corp. (the “Company”) entered into an agreement (an “Exchange Agreement”) with certain holders (the “Holders”) of the Company’s indebtedness (the “Notes”) to exchange in an aggregate amount of $1,431,000 of principal of the Notes for 5,315,450 shares of the Company’s Class A common stock (the “Common Stock”) at a price per share of $0.27 (the “Exchange”). The Notes were issued pursuant to that Loan and Security Agreement (the “Credit Agreement”), dated as of July 18, 2024, among the Company and the lenders named therein. Following completion of the Exchange, approximately $2,100,000 will remain unpaid pursuant to the Credit Agreement.

The Holders are not entitled to receive shares of the Common Stock upon conversion of any Notes to the extent to which the aggregate number of shares of common stock that may be acquired by such beneficial owner upon exchange of Notes, when added to the aggregate number of shares of common stock deemed beneficially owned, directly or indirectly, by such beneficial owner and each person subject to aggregation of Common Stock with such beneficial owner under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed 9.9% of the total issued and outstanding shares of Common Stock.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. The Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Exchange Agreement, dated as of May 28, 2026, by and between Healthy Choice Wellness Corp. and the holders of indebtedness 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: June 3, 2026	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 95.2 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