Every 8-K that Healthy Choice Wellness Corp. (HCWC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HCWC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HCWC filings page.
Healthy Choice Wellness Corp. (HCWC) implemented a one-for-thirty-five reverse stock split of its Class A common stock, effective as of 11:59 p.m. Eastern Time on August 28, 2026. Every 35 shares of common stock outstanding immediately before that time were automatically converted into one share, with no change to par value.
No fractional shares were issued; instead, fractional interests were aggregated and rounded up to the next whole share, and no cash was paid in lieu of fractions. The company also increased its authorized capital stock to 2,000,000,000 shares, and stockholders approved allowing actions by written consent in accordance with Delaware law.
Healthy Choice Wellness Corp. (HCWC) reported stockholder approval at an August 27, 2026 special meeting for several key actions tied to its planned merger with Host Digital Infrastructure LLC. Stockholders approved issuing HCWC Class A common shares under the Merger Agreement (including shares issuable from pre-funded warrants), increasing authorized common shares to 2,000,000,000, permitting stockholder action by written consent, and changing the company’s name to one selected by Host Digital.
Stockholders also approved a reverse stock split of HCWC common stock at a ratio of up to 1-for-100, and on the same day the Board set the ratio at 1-for-35. The reverse split is expected to become effective on August 28, 2026 at 11:59 p.m. Eastern Time, with HCWC shares trading on a split-adjusted basis on NYSE American under the same symbol “HCWC” beginning August 31, 2026. The split will reduce outstanding shares but leave the par value unchanged; fractional shares will be rounded up to the next whole share. The company states the reverse split is being effected in connection with the proposed merger and is intended to help the post-merger entity satisfy NYSE American’s initial listing share price standard of $4.00.
Healthy Choice Wellness Corp. (HCWC) established an at-the-market equity issuance program for its Class A common stock, allowing the offer and sale of Shares with an aggregate offering price of up to $2,625,000. The Shares may be sold from time to time through Cantor Fitzgerald & Co. under a Controlled Equity Sales Agreement, using the company’s effective Registration Statement on Form S-3 and a new prospectus supplement. Healthy Choice Wellness Corp. intends to use any net proceeds for general corporate purposes, with interim investment in interest-bearing, investment-grade securities, certificates of deposit or government securities, while paying Cantor a cash commission of up to 3.0% of gross proceeds plus specified expenses.
Healthy Choice Wellness Corp. reports that on August 7, 2026, a holder of a promissory note exchanged $692,671 of note principal for 2,565,450 shares of Class A common stock at $0.27 per share. The note had been issued under a Loan and Security Agreement dated July 18, 2024.
The exchange was effected under a May 28, 2026 exchange agreement and treated as an unregistered sale of equity relying on the Section 3(a)(9) exemption under the Securities Act. After this transaction, approximately $2.1 million of principal and interest remains outstanding under the Credit Agreement. The company states that no commissions or other remuneration were paid to solicit the exchange.
Healthy Choice Wellness Corp. reports that Host Digital Infrastructure LLC, which is party to a pending merger with Healthy Choice Wellness, has entered into a long-term data center lease with a major privately held cloud infrastructure company. The agreement covers 43 MW of critical IT load capacity at Host Digital’s existing northeast Oklahoma facility.
The lease has a 15‑year base term, is structured on a take‑or‑pay basis with renewal options and annual rent escalators, and is expected to begin delivering capacity in the first quarter of 2027. Management states the lease represents approximately $1.25 billion in contracted revenue over the base term and approximately $3.2 billion if all renewal options are exercised for a total term of 30 years. The arrangement also includes customary rent abatement provisions for outages consistent with other data center leases. The company reiterates that completion of the merger, development of the site, and finalization of a backstop agreement are subject to various risks described in its proxy materials and SEC filings.
Healthy Choice Wellness Corp. entered into a First Amendment to its Amended and Restated Securities Purchase Agreement, issuing 1,313 shares of Series A Convertible Preferred Stock to four investors in exchange for waivers of their rights to participate in future equity offerings.
The new preferred shares are convertible into up to 951,087 shares of Class A common stock at a conversion price of $1.38 per share. The company also filed a Certificate of Amendment to its Series A preferred designation, increasing the number of designated Series A shares from 5,250 to 7,000 and cancelling the purchasers’ participation rights. These securities were issued as unregistered offerings under Section 4(a)(2) and Rule 506(b) and are characterized as restricted securities.
Healthy Choice Wellness Corp. entered into an Exchange Agreement with certain debt holders to restructure part of its borrowings. The company will exchange $1,431,000 of note principal for 5,315,450 shares of Class A common stock at $0.27 per share. These notes were issued under a Loan and Security Agreement dated July 18, 2024. After the exchange, approximately $2,100,000 of indebtedness will remain outstanding under the credit facility. The holders are subject to a 9.9% beneficial ownership limitation, which restricts exchanges that would cause their ownership to exceed this level of the company’s outstanding common stock.
Healthy Choice Wellness Corp. agreed to merge with Host Digital Infrastructure LLC in an all‑stock transaction that will make Host Digital a wholly owned subsidiary. Merger consideration is based on a Base Price of $425,000,000 divided by an Applicable Share Price of $0.27 per share to determine the Base Stock Consideration, which is allocated across 2,000 Host Digital units.
After closing, former Host Digital owners are expected to hold approximately 96% of outstanding Class A common stock, significantly reducing existing HCWC stockholders’ ownership. HCWC must obtain stockholder approval to increase authorized common shares to 2,000,000,000, change its name, and approve share issuances exceeding 20% under NYSE American rules. The combined company will focus on Host Digital’s U.S. data center platform serving artificial intelligence and high‑performance computing workloads, with a reconstituted board and a new CEO from Host Digital.
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.
Healthy Choice Wellness Corp. reported the results of its 2025 annual stockholder meeting held on December 31, 2025. Stockholders representing 10,409,200 shares of Class A common stock and Series A Convertible Preferred Stock (on an as-converted basis) were present in person or by proxy.
Stockholders elected Gary Bodzin as a Class I director to serve until the 2028 annual meeting of stockholders, receiving 9,381,169 votes for and 379,962 votes withheld, with 4,447,866 broker non-votes. Stockholders also ratified UHY LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 12,618,087 votes for, 1,559,378 votes against, and 30,832 abstentions.
Healthy Choice Wellness Corp. entered into a Securities Purchase Agreement to sell 2,000 shares of its Series A Convertible Preferred Stock for an aggregate $2,000,000. The transaction closed on November 13, 2025.
Each preferred share is currently convertible into Class A common at a conversion price of $1.38, representing 1,449,275 shares if fully converted. The company plans to use proceeds for general working capital and potential acquisitions, and agreed to register the common shares issuable upon conversion.
HCWC filed a Second Amended and Restated Certificate of Designation establishing voting on an as-converted basis, a liquidation preference of $1,000 per preferred share, and class protections requiring majority preferred approval for adverse changes or increases to authorized preferred. The issuance was conducted as an unregistered offering under Section 4(a)(2) and Rule 506(b) of Regulation D.
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.
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.