[8-K] Healthy Choice Wellness Corp. Reports Material Event

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. (NYSE American: HCWC) filed an 8-K announcing a debt-for-equity exchange. On 15 Jul 2025 the company entered into an Exchange Agreement with certain noteholders to convert $1.0 million of principal outstanding under its July 2024 Credit Agreement into 2.5 million Class A common shares priced at the 14 Jul 2025 closing bid of $0.40. After the transaction, $5.375 million of principal remains outstanding under the facility.

The shares were issued privately under Securities Act exemptions (Section 3(a)(9) and/or Reg D); no commissions were paid. The company attached the form of Exchange Agreement as Exhibit 10.1. No other material events, financial results or pro-forma data were disclosed.

Implications: The exchange lowers leverage by roughly 16% of the original $6.375 million debt but increases the outstanding share count, causing dilution. Cash is preserved because no cash repayment was required. Remaining indebtedness and associated obligations persist.

Positive

• Debt reduction: $1 m of principal retired, lowering total debt under the Credit Agreement to $5.375 m.
• No cash outflow: Exchange preserves liquidity and may reduce future interest expense.
• Shares issued at market price: Limits discount and potential perception of distressed terms.
• No commissions paid: Minimizes transactional costs.

Negative

• Equity dilution: 2.5 m new shares increase outstanding share count.
• Debt still sizable: $5.375 m remains outstanding, so leverage concerns persist.
• Unregistered issuance: Shares privately placed, limiting immediate market transparency.

Insights

Debt Capital Markets Analyst

TL;DR: $1 m debt swapped for 2.5 m shares—modest deleveraging, limited cash impact, some dilution; credit profile marginally better.

The exchange trims principal by 16% and avoids cash outflow, supporting liquidity. Assuming coupon payments stop on the retired notes, annual interest savings should improve margins. However, $5.375 m debt is still outstanding, so leverage remains material. Share issuance at market price limits discount but dilutes existing holders by the incremental shares—roughly low-single-digit percentage depending on current float (not disclosed here). Overall credit risk eases slightly while equity value per share may be pressured.

Small-Cap Equity Portfolio Manager

TL;DR: Balance-sheet positive but share dilution tempers upside—net neutral.

Debt reduction without cash use is constructive for a small-cap wellness company, signaling lender confidence and improving flexibility. Issuing shares at prevailing price avoids steep discount yet still expands float by 2.5 m shares, which could weigh on near-term price performance. The lack of commissions or fees is favorable. Because no guidance or operating metrics were provided, the strategic significance is limited; I view the filing as housekeeping rather than a catalyst.

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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): July 15, 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. 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 July 15, 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 in an aggregate amount of $1,000,000 of principal of the Notes for 2,500,000 shares of the Company’s Class A common stock at a price per share of $0.40 (the “Exchange”), the closing bid price of the Company’s Class A common stock on July 14, 2025. 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. Following the Exchange, $5,375,000 remains unpaid pursuant to the Credit Agreement.

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 July 15, 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: July 15, 2025	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

FAQ

How many shares did Healthy Choice Wellness (HCWC) issue in the exchange?

The company issued 2,500,000 Class A common shares.

What was the exchange price per share?

Shares were valued at $0.40, the closing bid on 14 Jul 2025.

How much debt remains after the transaction?

Approximately $5.375 million of principal remains outstanding under the Credit Agreement.

Did Healthy Choice Wellness pay any commissions for the exchange?

No. The filing states no commission or remuneration was paid.

What Securities Act exemption was used?

The exchange relies on Section 3(a)(9) and/or Regulation D for exemption from registration.

Will this exchange impact liquidity?

Yes, the company preserves cash by repaying debt with shares, potentially improving liquidity.