Healthy Choice Wellness to exchange debt for shares

Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain debt holders to swap the outstanding principal of its Notes for up to 4,000,000 shares of Class A common stock.

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain debt holders to swap the outstanding principal of its Notes for up to 4,000,000 shares of Class A common stock. The share price will match the market price on the date the exchange is completed, effectively converting part of the company’s debt into equity. The transaction is being conducted as a private placement relying on exemptions from Securities Act registration, with no commissions or other remuneration paid for soliciting the exchange.

Insights

Capital structure analyst

Healthy Choice plans to convert note principal into up to 4,000,000 shares.

Healthy Choice Wellness Corp. agreed with certain noteholders to exchange the outstanding principal of its Notes for up to 4,000,000 Class A common shares, priced at the market level on the consummation date. This replaces debt obligations with equity issued directly to existing security holders.

The exchange is structured as an unregistered private placement under Section 3(a)(9) and/or Regulation D, and the company states that no commission or other remuneration is being paid to solicit these transactions. Actual impact on ownership percentages will depend on how many shares are ultimately issued relative to the existing share base.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did Healthy Choice Wellness Corp. (HCWC) announce in this 8-K?

Healthy Choice Wellness Corp. entered an Exchange Agreement with certain noteholders to swap the outstanding principal of its Notes for up to 4,000,000 Class A common shares, priced at the market rate when the exchange is completed, effectively turning debt into equity.

How many Healthy Choice Wellness (HCWC) shares may be issued in the exchange?

The company may issue up to 4,000,000 shares of its Class A common stock. These shares will be valued at the then-current market price on the date the exchange is consummated, directly in exchange for the outstanding principal of the Notes.

At what price will HCWC shares be issued in the debt exchange?

The shares will be issued at a price equal to the then-current market price of Healthy Choice Wellness Corp.’s Class A common stock on the date the exchange is consummated, aligning the exchange terms with the trading price at closing.

Is the Healthy Choice Wellness (HCWC) debt-for-equity exchange registered with the SEC?

The company states the share issuance will be an unregistered private placement. It relies on exemptions from Securities Act registration under Section 3(a)(9) and/or Regulation D, because the exchange is conducted exclusively with existing security holders of the company.

Will Healthy Choice Wellness (HCWC) pay commissions for this exchange transaction?

No. Healthy Choice Wellness Corp. states that no commission or other remuneration was paid or given for soliciting the exchange transactions, indicating that intermediaries were not compensated for arranging the debt-for-equity exchange with the noteholders.

Which agreement governs the Notes being exchanged by Healthy Choice Wellness (HCWC)?

The Notes subject to the exchange were issued under a Loan and Security Agreement dated July 18, 2024, referred to as the Credit Agreement. This agreement is between Healthy Choice Wellness Corp. and the lenders named in that Credit Agreement.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/17/2026 - 05:11 PM Learn about SEC filing dates

false 0001948864 0001948864 2026-02-10 2026-02-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 92.1 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