Welcome to our dedicated page for Healthy Choice Wellness SEC filings (Ticker: HCWC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Healthy Choice Wellness Corp. filings document the company’s public-company reporting, capital structure, and governance as a natural and organic grocery holding company. Its SEC record includes registration materials, current reports, and proxy filings that describe Class A common stock, Series A Convertible Preferred Stock, and securities issued in private transactions.
Material-event filings cover exchange agreements involving company indebtedness, unregistered issuances of Class A common stock, preferred-stock financing, and amendments affecting security-holder rights. Proxy materials and related 8-K disclosures document annual meeting proposals, board elections, auditor ratification, stockholder voting results, and other governance matters.
Healthy Choice Wellness Corp. is asking stockholders to approve a merger with Host Digital Infrastructure LLC that would issue shares and pre-funded warrants as merger consideration and change control of the company. The Merger would convert Host Digital units into HCWC common stock or Pre-Funded Warrants and, upon closing, Host Digital holders would own approximately 96% of HCWC.
The meeting seeks approval to authorize 2,000,000,000 shares, permit a board-determined reverse stock split, change the corporate name to one chosen by Host Digital, allow written consents, and ratify UHY LLP as auditor. The Board recommends voting FOR all proposals; closing is conditioned on several approvals and customary closing conditions.
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. President Christopher Santi reported an acquisition of Class A common stock through equity compensation rather than market buying. A restricted stock award of 73,640 shares vested on May 25, 2026, increasing his directly held common stock to 753,128 shares.
In addition to these vested shares, his reported holdings include 300,000 unvested restricted shares granted on November 12, 2025, which vest in six quarterly installments of 50,000 shares, and 515,476 unvested restricted shares granted on February 25, 2026, which vest in eight quarterly installments of 73,640 shares. The filing notes that all these restricted shares would fully vest upon certain change of control events set out in his award agreements.
HEALTHY CHOICE WELLNESS CORP. director and CFO Ollet John acquired 73,640 shares of Class A common stock through a restricted stock award that vested on May 25, 2026 at no cost. Following this vesting, he holds 551,817 shares directly, plus substantial additional unvested restricted stock subject to multi‑year quarterly vesting schedules.
HEALTHY CHOICE WELLNESS CORP. director Michael Stuart Lerman reported acquiring 12,500 shares of Class A Common Stock as a restricted stock award that vested on May 25, 2026. The award was granted at no cash cost per share as part of his equity compensation.
Following this vesting event, Lerman holds 62,500 shares of common stock directly. Footnotes state he also has 150,000 unvested restricted shares from a November 12, 2025 grant and 87,500 unvested restricted shares from a February 25, 2026 grant, both vesting in scheduled quarterly installments and fully vesting upon certain change of control events.
Myers Behnam reported acquisition or exercise transactions in this Form 4 filing.
HEALTHY CHOICE WELLNESS CORP. director Myers Behnam reported an equity compensation event involving the company’s Class A Common Stock. A restricted stock award of 12,500 shares vested on May 25, 2026, increasing his directly held common stock to 62,500 shares.
Footnotes show additional unvested restricted stock: 150,000 shares from a November 12, 2025 grant vesting in eight equal quarterly installments of 25,000 shares, with the next vesting on August 12, 2026, and 87,500 shares from a February 25, 2026 grant vesting in eight equal quarterly installments of 12,500 shares, with the next vesting on August 25, 2026. These restricted shares will fully vest upon certain change of control events described in his award agreements.
HEALTHY CHOICE WELLNESS CORP. director Gary Bodzin reported acquiring 12,500 shares of Class A Common Stock through a restricted stock award that vested on May 25, 2026. After this vesting, he holds 62,500 shares directly. Footnotes state he also has 150,000 and 87,500 unvested restricted shares from earlier time-based awards that vest in equal quarterly installments, with next vesting dates in August 2026, and that these restricted shares fully vest upon certain change of control events.
HEALTHY CHOICE WELLNESS CORP. chief executive officer Jeffrey Elliot Holman reported a compensation-related equity award. On May 25, 2026, he acquired 98,186 shares of Class A Common Stock through a restricted stock award vesting on that date, at a stated price of $0.00 per share.
After this vesting event, he directly holds 1,377,598 shares of common stock. Footnotes also describe additional unvested, time-based restricted stock awards totaling hundreds of thousands of shares that vest in scheduled quarterly installments and may fully vest upon certain change of control events.
Healthy Choice Wellness Corp. reported Q1 2026 net sales of $18.25M, down from $20.26M a year earlier, and a net loss of $3.68M compared with $0.71M in Q1 2025. Loss per share was $(0.17) versus $(0.07).
Results were hurt by a $1.62M impairment and a $0.07M equity loss on its investment in former parent HCMC, plus higher operating losses. Operating cash outflow was about $0.20M, and cash ended at $2.35M with negative working capital of roughly $4.1M.
Management disclosed conditions that raise substantial doubt about the company’s ability to continue as a going concern, but highlighted cost-cutting efforts, store optimization, acquisition-driven scale, and a $13.25M Series A preferred commitment, of which $5.25M is funded and $8.0M remains committed through April 1, 2027, as plans that it believes alleviate this doubt.
Healthy Choice Wellness Corp. reports 2025 sales of $78.2 million, up from $69.4 million in 2024, driven mainly by a full year of GreenAcres Market operations and higher same-store sales. Gross profit rose to $30.7 million, but operating expenses of $33.1 million kept the business unprofitable.
The 2025 net loss narrowed to $3.9 million from $4.5 million, while cash from operations turned positive at $1.0 million. Cash reached $3.0 million, yet working capital remained negative $2.7 million, and the company’s outlook relies on a $7.5 million loan and $5.25 million of preferred stock already issued plus a remaining $8.0 million binding equity commitment due by April 1, 2027. Management discloses going concern uncertainty, material weaknesses in internal controls and cybersecurity, and is pursuing cost reductions, store optimization, acquisitions, and new programs such as in-house baking commissaries, a VIP rewards program, and coop marketing to restore profitability.