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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): February 10, 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
February 10, 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 (the “Exchange”)
the outstanding principal of the Notes for up to 4,000,000 shares of the Company’s Class A common stock at a price per share equal
to the then-current market price of the Company’s Class A common stock on the date the Exchange is consummated. 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.
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. A form of Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
ITEM
3.02. Unregistered Sales of Equity Securities.
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The Company claims an exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement
of the above referenced Company Class A common stock, pursuant to Section 3(a)(9) of the Securities Act and/or Regulation D promulgated
thereunder as involving an exchange by the Company exclusively with its security holders. No commission or other remuneration was paid
or given for soliciting the exchange transactions. Other exemptions may apply.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Exchange Agreement, dated as of February 10, 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:
February 17, 2026 |
By:
|
/s/
Jeffrey E. Holman |
| |
|
Jeffrey
E. Holman |
| |
|
Chief
Executive Officer |
