[8-K] HEALTHY CHOICE WELLNESS CORP. Reports Material Event

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain noteholders to swap $2,000,000 of note principal for shares of its Class A common stock. The exchange price will equal the closing bid price on the trading day prior to closing, and the exchange date will be set by mutual agreement between the company and the holders.

The notes being exchanged were issued under the Loan and Security Agreement dated July 18, 2024. A form of the Exchange Agreement is filed as Exhibit 10.1.

Insights

Capital structure analyst

Debt-for-equity swap of $2M at market-based pricing.

Healthy Choice Wellness Corp. agreed to exchange $2,000,000 of note principal for Class A shares, with the exchange price set to the prior trading day’s closing bid. This is a non-cash transaction that converts a fixed debt amount into equity at a market-referenced price.

The mechanics hinge on two variables: the stock’s closing bid on the day before closing and the mutually agreed timing of that closing. Actual share issuance will depend on that price at the time the exchange occurs.

Key reference points are the Exchange Agreement dated October 24, 2025 and the Credit Agreement dated July 18, 2024. Subsequent disclosures may detail final shares issued upon completion.

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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): October 24, 2025

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. 28^th 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 October 24, 2025, 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 an aggregate amount of $2,000,000 of principal of the Notes (the “Principal”) for shares of the Company’s Class A common stock (the “Exchange”). The Exchange will occur on a date mutually agreed by the Company and the Holders. The Principal will be exchanged at a price equal to the closing bid price of the Company’s Class A common stock on the trading day prior to the closing. 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 Holders.

The foregoing description of the Exchange Agreement 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Exchange Agreement, dated as of October 24, 2025, 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:	October 30, 2025	By:	/s/ Jeffrey E. Holman
			Jeffrey E. Holman
			Chief Executive Officer

FAQ

What did HCWC disclose in its 8-K?

The company entered into an Exchange Agreement to convert $2,000,000 of note principal into shares of Class A common stock.

How will HCWC price the exchange shares (HCWC)?

Shares will be priced at the closing bid price of Class A common stock on the trading day prior to the exchange closing.

When will the HCWC exchange close?

The exchange will occur on a date mutually agreed by the company and the holders.

Which debt is being exchanged by HCWC?

The notes were issued under the Loan and Security Agreement dated July 18, 2024.

Where can investors see the agreement details for HCWC?

A form of the Exchange Agreement is filed as Exhibit 10.1.

What securities are involved in the HCWC exchange?

Class A common stock of Healthy Choice Wellness Corp., traded as HCWC on NYSE American.