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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 27, 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 27, 2026, Healthy Choice Wellness Corp. (“HCWC”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among HCWC, Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of HCWC
(“Merger Sub”), and Host Digital Infrastructure LLC, a Delaware limited liability company (“Host Digital”),
pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Host Digital (the
“Merger”), with Host Digital surviving the Merger as a wholly owned subsidiary of HCWC (the “Surviving Entity”).
All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such
terms in the Merger Agreement. Host Digital is a pure-play vertically-integrated digital infrastructure platform, serving as developer,
owner and operator of institutional quality data centers in the United States, focused on supporting artificial intelligence and high-performance
computing workloads.
The
Merger
Subject
to the terms and conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law and the Delaware Limited
Liability Company Act, at the effective time of the Merger (the “Effective Time”), all of the Common
Units and Preferred Units of Host Digital (collectively, the “Host Digital Units”), in each case as defined in that
certain Amended and Restated Limited Liability Company Agreement of Host Digital, dated as of February 13, 2026 (the “Host Digital
Operating Agreement”), outstanding immediately prior to the Effective Time will be converted into the right to receive shares
of Class A common stock, par value $0.001 per share, of HCWC (“HCWC Common Stock”), or pre-funded warrants (“Pre-Funded
Warrants”) to purchase HCWC Common Stock at an exercise price of $0.0001 per share, in lieu of such HCWC Common Stock, in each
case as determined in accordance with the terms of the Merger Agreement (collectively, the “Merger Consideration”).
Merger
Consideration
At
the Effective Time, without any further action by HCWC, Merger Sub, Host Digital, any member of Host Digital or any stockholder of HCWC,
all Host Digital Units outstanding immediately prior to the Effective Time will automatically be converted into the right to receive
the Merger Consideration. The Merger Consideration will consist of either: (a) a number of shares of HCWC Common Stock determined in
accordance with the Exchange Ratio; or (b) a number of Pre-Funded Warrants in lieu of such HCWC Common Stock. All shares of common stock
of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for 100% of the membership
interests of the Surviving Entity. The total Merger Consideration will be determined using the Exchange Ratio as set forth in the Merger
Agreement. The Exchange Ratio is equal to the quotient obtained by dividing the Base Stock Consideration by 2,000, representing the total
number of Host Digital Units outstanding as of immediately prior to the Effective Time. The Base Stock Consideration is the number of
shares of HCWC Common Stock equal to the quotient obtained by dividing the Base Price by the Applicable Share Price. The Merger Agreement
defines the Base Price as $425,000,000 and the Applicable Share Price as $0.27 per share of HCWC Common Stock. Upon closing of the Merger,
the holders of Host Digital Units will own approximately 96% of the outstanding HCWC Common Stock.
Certain
Governance Matters
Following
the Merger, HCWC will change its name to a name selected by Host Digital, in its sole discretion, and HCWC’s board of directors
(the “HCWC Board”) will thereafter be comprised of: Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, and
Alexander Monje. Harmol Samra shall be appointed as Chief Executive Officer and John Ollet will continue to serve as Chief Financial
Officer of the combined company.
At
the Effective Time, the certificate of formation of Host Digital, as in effect immediately prior to the Effective Time, will be the certificate
of formation of the Surviving Entity until amended in accordance with its terms and applicable law. The Host Digital Operating Agreement,
as in effect immediately prior to the Effective Time, will be the limited liability company agreement of the Surviving Entity until amended
in accordance with the Merger Agreement and applicable law. Host Digital must cause Host Digital Operating Agreement to be amended and
restated contemporaneously with the Effective Time to reflect that the Surviving Entity is a wholly owned, member-managed subsidiary
of HCWC.
The
certificate of incorporation of HCWC after the Effective Time will be identical to the certificate of incorporation of HCWC immediately
prior to the Effective Time (the “Certificate of Incorporation”) until amended in accordance with its terms and applicable
law, except that, prior to or concurrently with the filing of the certificate of merger, but effective shortly after the close of trading
on the NYSE American on the Closing Date and prior to the Effective Time, HCWC must file an amendment to its Certificate of Incorporation
to make any changes that are part of the Merger and the other transactions between the parties contemplated by the Merger Agreement (the
“Contemplated Transactions”) and mutually agreeable to HCWC and Host Digital.
Conditions
to the Merger
Completion
of the Merger is subject to the mutual satisfaction or waiver of certain conditions including (i) HCWC must have obtained the Required
HCWC Stockholder Vote on (a) the issuance of the shares of HCWC Common Stock to the members of Host Digital pursuant to the terms of
the Merger Agreement, (b) an amendment of the Certificate of Incorporation to authorize 2,000,000,000 shares of HCWC Common Stock, in
the aggregate, to, among other things, issue shares of HCWC Common Stock to the members of Host Digital pursuant to the terms of the
Merger Agreement, (c) an amendment of the Certificate of Incorporation to change the name of HCWC to a name selected by Host Digital,
in its sole discretion, (d) the approval to issue additional shares of HCWC Common Stock in an amount exceeding 20% of outstanding shares
for purposes of complying with NYSE American Rule 713, and (e) such other matters as Host Digital and HCWC shall mutually agree should
be approved by HCWC’s stockholders (collectively, the “HCWC Stockholder Matters”), and Host Digital must have
obtained the affirmative vote or written consent of the sole manager of Host Digital (the “Host Digital Manager”), the beneficial
owners of a majority of the Host Digital Units and the Investors (as defined in the Host Digital Operating Agreement; (ii) shares of
HCWC Common Stock must continue to be traded on the NYSE American until the Effective Time, the HCWC Common Stock to be issued in the
Merger must have been approved for listing, subject to official notice of issuance, on the NYSE American as of the Effective Time, and
the NYSE American Listing Application must have been approved such that HCWC Common Stock will continue to trade on the NYSE American
following the Effective Time; (iii) the Merger Tax Opinion must be delivered by tax counsel to HCWC and Host Digital; (iv) the Spin-Off Tax Opinion must be delivered by HCWC Tax Counsel
to HCWC and Host Digital confirming that the Spin-Off Tax Opinion remains accurate as of the Effective Time; (v) the consent letter agreement
between HCWC and Healthier Choices Management Corp. must be in full force and effect and not have been amended, modified or waived in
any respect; and (vi) HCWC must, as of the Closing Date, meet the requirements for use of Form S-3, including General Instruction I.A,
for a primary offering of HCWC Common Stock under the Securities Act of 1933, as amended (the “Securities Act”).
Each
party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to
certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects
by the other party of its obligations under the Merger Agreement, (iii) receipt by such party of a certificate duly executed by a senior
executive officer certifying to the effect that certain conditions set forth in the Merger Agreement have been satisfied, and (iv) confirmation
that no Material Adverse Effect has occurred. In addition, the obligations of HCWC and Merger Sub to complete the Merger are subject
to HCWC agreeing to issue to its employees, directors and officers up to 12 million shares of HCWC Common Stock, with the effectiveness
of such issuances to be as of the Closing.
Representations,
Warranties and Covenants
The
Merger Agreement contains mutual customary representations and warranties of HCWC and Host Digital relating to their respective businesses
and public filings (as applicable). The HCWC and Merger Sub representations and warranties also include representations relating to HCWC’s
SEC filings and financial statements, HCWC’s NYSE American listing and internal controls, and the valid issuance of HCWC Common
Stock to be issued in the Merger. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation
of HCWC and Host Digital to conduct their businesses in the ordinary course of business consistent with past practice and to refrain
from taking certain specified actions without the consent of the other party.
Host
Digital and HCWC have also agreed to (1) non-solicitation obligations of HCWC and Host Digital related to soliciting or engaging in any
discussions, communications or negotiations regarding Acquisition Proposals or Acquisition Inquiries (as such terms are defined in the
Merger Agreement) and (2) prohibitions on the HCWC Board to withdraw, withhold, qualify or modify its recommendation that the shareholders
vote in favor of the Merger Agreement and the Merger (the “HCWC Board Recommendation”).
Termination
The
Merger Agreement may be terminated prior to the Effective Time, whether before or after adoption of the Merger Agreement by Host Digital’s
members and whether before or after approval of the HCWC Stockholder Matters by HCWC’s stockholders, as follows:
| |
● |
by
mutual written consent of HCWC and Host Digital; |
| |
● |
by
either HCWC or Host Digital if the Merger has not been consummated on or before August 25, 2026, which date we refer to as
the “End Date,” subject to customary exceptions if the terminating party’s action or failure to act has been a
principal cause of the failure to consummate the Merger and constitutes a breach of the Merger Agreement; provided that, if as of
the End Date the failure to consummate the Merger is primarily attributable to delays outside the control of the parties, including
SEC, NYSE American, antitrust authority or other governmental review, comment, inquiry, approval or other action, expiration or termination
of any HSR Act waiting period, or convening, holding, adjourning, postponing or reconvening the HCWC Stockholder Meeting, Host Digital
may extend the End Date for an additional 60 days by written notice to HCWC; |
| |
● |
by
either HCWC or Host Digital if a court of competent jurisdiction or other governmental body has issued a final and nonappealable
order, decree or ruling, or taken any other action, permanently restraining, enjoining or otherwise prohibiting the Merger or any
other material Contemplated Transaction; |
| |
● |
by
HCWC if the Required Company Member Vote has not been obtained in accordance with the Merger Agreement, provided that HCWC may not
terminate on this basis once the Required Company Member Vote has been obtained; |
| |
● |
by
either HCWC or Host Digital if the Required HCWC Stockholder Vote has not been obtained at the HCWC Stockholder Meeting, including
any adjournment or postponement; |
| |
● |
by
Host Digital if, at any time prior to approval of the HCWC Stockholder Matters by the Required HCWC Stockholder Vote, an HCWC Triggering
Event has occurred; |
| |
● |
by
HCWC if, at any time prior to obtaining the Required Company Member Vote, a Company Triggering Event has occurred; |
| |
● |
by
Host Digital upon a breach of any representation, warranty, covenant or agreement by HCWC or Merger Sub, or if any representation
or warranty of HCWC or Merger Sub has become inaccurate, in either case such that the applicable closing conditions in favor of Host
Digital would not be satisfied, subject to a 10-day cure period if the breach or inaccuracy is curable by the End Date and subject
to Host Digital not then being in material breach of the Merger Agreement; provided that Host Digital may not terminate on this basis
solely because HCWC failed to obtain the Required HCWC Stockholder Vote; or |
| |
● |
by
HCWC upon a breach of any representation, warranty, covenant or agreement by Host Digital, or if any representation or warranty of
Host Digital has become inaccurate, in either case such that the applicable closing conditions in favor of HCWC and Merger Sub would
not be satisfied, subject to a 10-day cure period if the breach or inaccuracy is curable by the End Date and subject to HCWC not
then being in material breach of the Merger Agreement. |
The
party desiring to terminate the Merger Agreement, other than by mutual written consent, must give notice of termination to the other
party specifying the provision of the Merger Agreement pursuant to which the termination is made and the basis for termination in reasonable
detail.
For
purposes of the Merger Agreement, an HCWC Triggering Event occurs if HCWC fails to include the HCWC Board Recommendation in this Proxy
Statement or makes an HCWC Board Adverse Recommendation Change, the HCWC Board or any committee of the HCWC Board publicly approves,
endorses or recommends an Acquisition Proposal, or HCWC enters into any letter of intent or similar document or contract relating to
an Acquisition Proposal, other than a permitted confidentiality agreement. A Company Triggering Event occurs if Host Digital makes a
Company Manager Adverse Recommendation Change, Host Digital Manager or any committee of Host Digital Manager publicly approves, endorses
or recommends an Acquisition Proposal, or Host Digital enters into any letter of intent or similar document or contract relating to an
Acquisition Proposal, other than a permitted confidentiality agreement.
If
the Merger Agreement is terminated by Host Digital pursuant to its termination right due to a breach by HCWC of the HCWC non-solicitation
covenant, the HCWC Stockholder Meeting covenant or the listing covenant, HCWC must pay, or cause to be paid, to Host Digital or its designee
an amount in cash equal to the lesser of $2,000,000 and Host Digital’s documented out-of-pocket fees and expenses incurred in connection
with the Merger Agreement and related transactions by wire transfer of immediately available funds within five business days after the
date of termination.
General
The
Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement
does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement.
The
Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended
to provide any other factual information about HCWC, Host Digital, or any other person. The representations, warranties and covenants
contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were solely for the
benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger
Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of HCWC or Host Digital. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in HCWC’s
public disclosures.
Support
Agreement
Concurrently
with the execution and delivery of the Merger Agreement, the executive officers and directors of HCWC (the “D&O Group”),
who collectively hold and have the power to vote or direct the voting of approximately 24.45% of the issued and outstanding voting
power of HCWC Common Stock (the “Subject Parent Shares”) as of May 28, 2026, entered into a stockholder support
agreement with HCWC (the “D&O Support Agreement”) pursuant to which, among other things, each member of the D&O
Group have agreed, subject to the terms of the D&O Support Agreement, to (i) vote the Subject Parent Shares in favor of the approval
of the issuance of HCWC Common Stock in connection with the Merger and (ii) not transfer the Subject Parent Shares, with certain limited
exceptions. The D&O Support Agreement will terminate upon the earlier of the termination of the Merger Agreement and the Effective
Time.
The
foregoing description of the D&O Support Agreement does not purport to be complete and is qualified in their entirety by reference
to the full text of the D&O Support Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Lock-Up
Agreements
In
connection with the proposed transactions, HCWC and each of its director and executive officers will enter into a lock-up agreement (the
“Lock-Up Agreement”), pursuant to which, subject to certain exceptions, such holders will agree that they will not
sell or otherwise transfer any HCWC Common Stock or other HCWC securities beneficially owned by them until the earlier of (A) the effectiveness
of the resale registration statement registering for resale the shares of HCWC Common Stock issued in the Merger, and (B) six months
following the Closing Date. The foregoing description of the Lock-Up Agreement is not complete and is subject to and qualified in its
entirety by reference to the form of Lock-Up Agreement, a copy of which is filed with this Current Report as Exhibit 10.2, and the terms
of which are incorporated by reference herein.
NO
OFFER OR SOLICITATION
This
communication 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, or a solicitation of any vote or approval, 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 the securities laws of any such jurisdiction.
No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In
connection with the proposed Merger and related transactions, HCWC intends to file a proxy statement (the “Proxy Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”). HCWC may also file other relevant documents with the SEC regarding
the proposed transaction. This document is not a substitute for the Proxy Statement or any other document that HCWC may file with the
SEC. The definitive Proxy Statement (if and when available) will be mailed to stockholders of HCWC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY HCWC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT HCWC, HOST DIGITAL AND THE CONTEMPLATED TRANSACTIONS.
Investors
and security holders will be able to obtain free copies of the Proxy Statement (if and when available) and other documents containing
important information about HCWC, Host Digital and the Contemplated Transactions, once such documents are filed with the SEC through
the website maintained by the SEC at http://www.sec.gov. Copies of the Proxy Statement (if and when available) and other documents filed
with the SEC by HCWC may be obtained free of charge on HCWC’s website at https://healthy-choice-wellness-corp.ir.rdgfilings.com/
or, alternatively, by directing a request by mail to HCWC at ir@hcwc1.com.
PARTICIPANTS
IN THE SOLICITATION
HCWC
and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of HCWC, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in HCWC’s annual report on Form 10-K for the year ended
December 31, 2025 and the proxy statement for HCWC’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on December
11, 2025. To the extent holdings of HCWC Common Stock by the directors and executive officers of HCWC have changed from the amounts reflected
therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form
3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes
in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by HCWC’s directors and executive
officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the registration statement and Proxy Statement and other
relevant materials to be filed with the SEC regarding the Contemplated Transactions when such materials become available. Investors and
security holders should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of any of the documents referenced herein from HCWC using the sources indicated above.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of May 27, 2026, by and among Healthy Choice Wellness Corp., Healthy Choice Wellness II Corp., and Host Digital Infrastructure LLC |
| 10.1
|
|
Form of D&O Support Agreement. |
| 10.2 |
|
Form of Lockup Agreement |
* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. HCWC. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon 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.
| |
HEALTHY
CHOICE WELLNESS CORP. |
| |
|
|
| Date:
|
May
29, 2026 |
By:
|
/s/
Jeffrey E. Holman |
| |
|
Jeffrey
E. Holman |
| |
|
Chief
Executive Officer |
