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. (HCWC) is activating an at‑the‑market equity program under a Sales Agreement with Cantor Fitzgerald to issue and sell shares of its Class A common stock with an aggregate offering price of up to $2,625,000. Cantor will act as principal and/or sales agent, earning up to 3.0% of gross proceeds, and sales may be made on NYSE American or other permitted venues.
As an illustration, if 9,375,000 shares were sold at $0.28 (the August 21, 2026 close), Class A shares outstanding would increase from 32,457,828 to 41,832,828, with no Class B shares remaining. Net proceeds are intended for general corporate purposes, which may include debt repayment or refinancing, working capital, capital expenditures, acquisitions, and potential repurchases or redemptions of securities.
Recent actions include increasing authorized Series A Convertible Preferred Stock to 7,000 shares and issuing 1,313 Series A shares convertible into 951,087 Class A shares at $1.38, and exchanging $692,671 of note principal for 2,565,450 Class A shares at $0.27, leaving about $2.1 million outstanding under a credit agreement. HCWC has also signed a merger agreement for Host Digital Infrastructure LLC to become a wholly owned subsidiary, subject to customary conditions and stockholder approval. The company notes risks including potential NYSE American delisting, dilution from this and future equity offerings, share price volatility, and the absence of expected dividends.
Healthy Choice Wellness Corp. filed an amended quarterly report primarily to correct two notes, while reaffirming challenging financial conditions. As of June 30, 2026, it held $0.9 million in cash, had negative working capital of $6.6 million, and recorded a six‑month net loss of $6.7 million with $1.2 million of operating cash outflows. These factors initially raised substantial doubt about its ability to continue as a going concern.
Management cites cost‑saving initiatives, rightsizing of stores, and committed equity financing of $13.25 million in Series A Convertible Preferred Stock (of which $5.25 million was funded by June 30 and $8.0 million remains committed) plus debt conversions as alleviating that doubt. Subsequent events include a planned merger with Host Digital Infrastructure LLC, a 15‑year take‑or‑pay lease for 43 MW of data‑center capacity with a major cloud customer, expansion of authorized Series A preferred shares to 7,000, issuance of 1,313 preferred shares convertible into 951,087 common shares at $1.38, and conversion of $692,672 of debt into 2,565,450 common shares at about $0.27 per share, leaving about $2.1 million outstanding.
Healthy Choice Wellness Corp. reported weaker results for the three and six months ended June 30, 2026. Net sales for the first half of 2026 were $34,854,867, down from $40,459,585 a year earlier, with retail grocery remaining the core revenue driver. Gross profit for the six-month period was $13,344,503, while operating expenses rose to $17,600,683, leading to a loss from operations of $4,256,180.
For the first half of 2026, the company recorded a net loss of $6,743,937, compared with $1,051,769 in the prior-year period, driven in part by a $1,623,922 impairment on its equity method investment and higher other expenses. Operating cash flow swung to an outflow of $1,195,065 versus an inflow of $2,159,785 a year earlier. Cash and cash equivalents declined to $893,825, and working capital was negative $6.6 million. Total debt (net) decreased to $4,728,716 from $7,298,459, and stockholders’ equity fell to $3,504,168. Management disclosed conditions that raise substantial doubt about the company’s ability to continue as a going concern but outlined cost reductions, debt conversions, $13.25 million of Series A preferred commitments (of which $5.25 million was funded), and a new at-the-market equity program as key mitigation plans.
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. is seeking stockholder approval for a merger in which Host Digital Infrastructure LLC will become its wholly owned subsidiary, with Host Digital holders receiving a fixed share-based consideration. Based on an Applicable Share Price of $0.27 per share, HCWC will issue an aggregate 1,574,074,074 shares of HCWC Common Stock or Pre-Funded Warrants as Base Stock Consideration, and Host Digital holders are expected to own approximately 96% of the outstanding HCWC Common Stock after closing.
To enable the transaction, stockholders are asked at an August 27, 2026 virtual special meeting to approve the NYSE American Rule 713 stock issuance, an increase in authorized common shares to 2,000,000,000, a name change to one selected by Host Digital, authorization for stockholder action by written consent, and a reverse stock split of up to 1-for-100 at the Board’s discretion, plus auditor ratification and potential adjournment. HCWC insiders will receive incentive awards for up to 12,000,000 shares (including 5,200,000 for CEO Jeffrey Holman), and all existing unvested restricted stock has vested.
The combined company will be accounted for as a reverse acquisition, with Host Digital as the accounting acquirer and the business focus shifting to Host Digital’s U.S. data center platform supporting AI and high-performance computing. Key risks highlighted include substantial dilution to existing HCWC holders, Host Digital’s early-stage status with no material revenues, dependence on project financing for a $27.7 million Oklahoma facility and on a single major tenant, significant power-supply needs, fixed-share merger consideration that is sensitive to HCWC’s share price, and potential tax and reverse termination fee obligations.
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. (HCWC) is asking stockholders to approve a transformative merger in which Merger Sub will merge into Host Digital Infrastructure LLC, leaving Host Digital as a wholly owned subsidiary. HCWC will issue an aggregate 1,574,074,074 shares of Class A common stock and/or pre-funded warrants as base Merger Consideration at an Applicable Share Price of $0.27 per share, and former Host Digital members are expected to own approximately 96% of the post-closing common stock.
Key proposals include approving this stock issuance under NYSE American Rule 713, increasing authorized common shares to 2,000,000,000, a reverse stock split within a board‑selected range, permitting stockholder written consents, changing HCWC’s name to one chosen by Host Digital, ratifying UHY LLP as auditor, and allowing meeting adjournments. Post‑closing, HCWC will focus on Host Digital’s AI/HPC data center business, list on NYSE American under the ticker “HOST,” and install a new five‑member board while retaining HCWC’s current CFO. The filing details significant dilution, project, financing, tax and regulatory risks, and a potential reverse termination fee of up to $2,000,000 if the merger fails.
Healthy Choice Wellness Corp. has agreed to merge with Host Digital Infrastructure LLC and, pursuant to the Merger Agreement, will issue 1,574,074,074 shares (or Pre-Funded Warrants in lieu thereof) based on an Applicable Share Price of $0.27 per share. Upon closing, Host Digital holders are expected to own approximately 96% of the combined company.
The Merger requires HCWC stockholder approval of the Stock Issuance, an amendment to authorize 2,000,000,000 HCWC shares, a Board-authorized name change, approval of a reverse stock split (1-for-[●] to 1-for-[●]) and other corporate actions. The Board recommends that stockholders vote FOR all proposals. Closing is subject to HCWC stockholder votes, HSR clearance if applicable, receipt of specified tax opinions and other customary conditions.