Host Digital raises $17.5M in stock offering
Host Digital Inc. raised about $17.5 million in a completed underwritten common stock offering to fund data center growth and general corporate needs.
Rhea-AI Filing Summary
Healthy Choice Wellness Corp. (trading as Host Digital Inc., symbol HCWC) entered into and completed an underwritten public offering of its Class A common stock. On September 17, 2026, the company agreed to sell 2,187,500 shares at a public offering price of $8.00 per share, and the offering closed on September 21, 2026, generating approximately $17.5 million in gross proceeds before underwriting discounts, commissions and expenses.
The company granted underwriters, led by Cantor Fitzgerald & Co. with Siebert, A.G.P. and Clear Street as joint book-runners, a 30‑day option to purchase up to an additional 328,125 shares at the same public offering price. The transaction was conducted under an effective Form S‑3 shelf registration statement and related prospectus supplements. The company currently intends to use net proceeds for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.
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underwritten public offering financial
prospectus supplement regulatory
Form S-3 regulatory
emerging growth company regulatory
high-performance computing technical
forward-looking statements regulatory
Offering Details
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On September 17, 2026, Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as representative of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 2,187,500 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Common Stock”), to the Underwriters at a public offering price of $8.00 per share (the “Offering”). On September 21, 2026, the Company completed the Offering. The aggregate gross proceeds to the Company from the Offering were approximately $17.5 million before deducting underwriting discounts and commissions and offering expenses. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 328,125 additional Shares at the public offering price.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-291258) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2025 (the “Registration Statement”), a preliminary prospectus supplement, dated September 17, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and a final prospectus supplement, dated September 17, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Company currently intends to use the net proceeds from the offering for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.
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 any such jurisdiction.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein. A copy of the opinion of Sidley Austin LLP, counsel to the Company, relating to the Shares to be issued in the Offering is attached hereto as Exhibit 5.1.
Item 7.01 Regulation FD Disclosure.
On September 17, 2026, the Company issued press releases announcing the launch and pricing of the Offering, respectively. On September 21, 2026, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number | Description | |
| 1.1* | Underwriting Agreement, dated September 17, 2026, by and between the Company and Cantor Fitzgerald & Co. | |
| 5.1 | Opinion of Sidley Austin LLP | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
| 99.1 | Launch Press Release, dated September 17, 2026 | |
| 99.2 | Pricing Press Release, dated September 17, 2026 | |
| 99.3 | Closing Press Release, dated September 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request. |
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.
| HOST DIGITAL INC. | |||
| Date: | September 21, 2026 | By: | /s/ John Ollet |
| John Ollet | |||
| Chief Financial Officer | |||
Exhibit 99.1
Host Digital Inc. Announces Common Stock Offering
NEW YORK, NY, September 17, 2026 – Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (NYSE American: HCWC) (the “Company” or “Host Digital”) today announced the commencement of a proposed underwritten public offering of $17.5 million of shares of its Class A common stock, par value $0.001 (the “Common Stock”). In addition, the Company intends to grant the underwriters of the proposed offering a 30-day option to purchase up to an additional $2.6 million of shares of Common Stock. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All of the shares of Common Stock to be sold in the proposed offering are to be offered by the Company.
The Company intends to use the net proceeds, if any, from the Offering for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.
Cantor is acting as lead book-running manager for the Offering. Siebert, A.G.P. and Clear Street are acting as joint book-running managers for the Offering.
The Offering will be made by means of a prospectus supplement under the Company’s effective registration statement on Form S-3 (File No. 333-291258), as filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the Offering may also be obtained, when available, from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at propsectus@cantor.com.
No Offer or Solicitation
This press release 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, 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 applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
About Host Digital Inc.
Host Digital is a digital infrastructure company focused on the development, acquisition, ownership and operation of institutional-quality data centers in the United States, with a focus on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. The Company’s strategy prioritizes sites with existing or near-term access to power, right-sized development opportunities and long-term contracts with strong or credit-enhanced counterparties. The Company seeks to own and control the real estate, power and data center infrastructure underlying its projects and to provide turnkey facilities that allow tenants to select and deploy their own compute infrastructure and model layers.
Following its business combination with Host Digital Infrastructure LLC, the Company also owns and operates a portfolio of natural and organic grocery stores through its wholly owned subsidiaries, consisting of 19 locations across six states operating under the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s and GreenAcres Market brands.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Offering; the anticipated use of proceeds from the Offering; the potential exercise by the underwriters of their option to purchase additional shares; and the Company’s ability to execute and scale its business model. Statements that are not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “will,” “would,” “could” and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the completion of the Offering on the anticipated terms or at all; the Company’s ability to satisfy the applicable listing requirements; the Company’s ability to successfully integrate the businesses and realize the anticipated benefits of the Offering; the Company’s ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update these statements except as required by law.
Contact Information
Jessica Starman
jessica@elev8newmedia.com
888-461-2233
Exhibit 99.2
Host Digital Inc. Announces Pricing of Common Stock Offering
NEW YORK, NY, September 17, 2026 – Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (NYSE American: HCWC) (the “Company” or “Host Digital”) today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 2,187,500 shares of its Class A common stock, par value $0.001 (the “Common Stock”), at a public offering price of $8.00 per share, for aggregate gross proceeds to the Company of $17.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company . The Offering is expected to close on September 21, 2026, subject to the satisfaction of customary closing conditions.
The Company has granted the underwriters of the Offering a 30-day option to purchase up to an additional 328,125 shares of its Common Stock at the public offering price, less underwriting discounts and commissions.
The Company intends to use the net proceeds from the Offering for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.
Cantor is acting as lead book-running manager for the Offering. Siebert, A.G.P. and Clear Street are acting as joint book-running managers for the Offering.
The Offering is being made by means of a prospectus supplement under the Company’s effective registration statement on Form S-3 (File No. 333-291258), as filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the Offering may also be obtained, when available, from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.
No Offer or Solicitation
This press release 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, 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 applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
About Host Digital Inc.
Host Digital is a digital infrastructure company focused on the development, acquisition, ownership and operation of institutional-quality data centers in the United States, with a focus on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. The Company’s strategy prioritizes sites with existing or near-term access to power, right-sized development opportunities and long-term contracts with strong or credit-enhanced counterparties. The Company seeks to own and control the real estate, power and data center infrastructure underlying its projects and to provide turnkey facilities that allow tenants to select and deploy their own compute infrastructure and model layers.
Following its business combination with Host Digital Infrastructure LLC, the Company also owns and operates a portfolio of natural and organic grocery stores through its wholly owned subsidiaries, consisting of 19 locations across six states operating under the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s and GreenAcres Market brands.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Offering, including the anticipated closing date of the Offering; the anticipated use of proceeds from the Offering; the potential exercise by the underwriters of their option to purchase additional shares; and the Company’s ability to execute and scale its business model. Statements that are not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “will,” “would,” “could” and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the completion of the Offering on the anticipated terms or at all; the Company’s ability to satisfy the applicable listing requirements; the Company’s ability to successfully integrate the businesses and realize the anticipated benefits of the Offering; the Company’s ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update these statements except as required by law.
Contact Information
Jessica Starman
jessica@elev8newmedia.com
888-461-2233
Exhibit 99.3
Host Digital Inc. Announces Closing of Common Stock Offering
NEW YORK, NY, September 21, 2026 – Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (NYSE American: HOST) (the “Company” or “Host Digital”) today announced the closing of its previously announced underwritten public offering (the “Offering”) of 2,187,500 shares of its Class A common stock, par value $0.001 (the “Common Stock”), at a public offering price of $8.00 per share.
The Offering generated gross proceeds of approximately $17.5 million, before deducting underwriting discounts and commissions and offering expenses.
The Company has granted the underwriters of the Offering a 30-day option to purchase up to an additional 328,125 shares of its Common Stock at the public offering price, less underwriting discounts and commissions.
The Company intends to use the net proceeds from the Offering for data center investments, general and administrative expenses, capital expenditures, working capital and other general corporate purposes.
Cantor acted as lead book-running manager for the Offering. Siebert, A.G.P. and Clear Street acted as joint book-running managers for the Offering.
The Offering was made by means of a prospectus supplement under the Company’s effective registration statement on Form S-3 (File No. 333-291258), as filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the Offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the Offering may also be obtained from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.
No Offer or Solicitation
This press release 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, 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 applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
About Host Digital Inc.
Host Digital is a digital infrastructure company focused on the development, acquisition, ownership and operation of institutional-quality data centers in the United States, with a focus on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. The Company’s strategy prioritizes sites with existing or near-term access to power, right-sized development opportunities and long-term contracts with strong or credit-enhanced counterparties. The Company seeks to own and control the real estate, power and data center infrastructure underlying its projects and to provide turnkey facilities that allow tenants to select and deploy their own compute infrastructure and model layers.
Following its business combination with Host Digital Infrastructure LLC, the Company also owns and operates a portfolio of natural and organic grocery stores through its wholly owned subsidiaries, consisting of 19 locations across six states operating under the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s and GreenAcres Market brands.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the public offering; the anticipated use of proceeds from the offering; the potential exercise by the underwriters of their option to purchase additional shares; and the Company’s ability to execute and scale its business model. Statements that are not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “will,” “would,” “could” and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the Company’s ability to satisfy the applicable listing requirements; the Company’s ability to successfully integrate the businesses and realize the anticipated benefits of the Offering; the Company’s ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update these statements except as required by law.
Contact Information
Jessica Starman
jessica@elev8newmedia.com
888-461-2233
Investor Contact
info@bridge-comms.com