HEALTHY CHOICE WELLNESS CORP. 8-K

What Happened
Healthy Choice Wellness Corp. (HCWC) filed an 8-K (May 29, 2026) reporting that it entered into a definitive Agreement and Plan of Merger (dated May 27, 2026) with Healthy Choice Wellness II Corp. (a HCWC subsidiary) and Host Digital Infrastructure LLC (Host Digital). Under the deal, HCWC’s subsidiary will merge into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC. The transaction is structured as an equity exchange based on a Base Price of $425,000,000 and an Applicable Share Price of $0.27 per HCWC share; Host Digital owners are expected to hold approximately 96% of HCWC common stock after closing.

Key Details

• Merger consideration: Host Digital equity units convert into HCWC common stock or pre‑funded warrants; Base Price = $425,000,000 and Applicable Share Price = $0.27 (implying ~1.574 billion shares before unit split), divided among 2,000 Host Digital Units (exchange math yields ~787,000 HCWC shares per unit, approx.).
• Post-closing ownership: Host Digital holders will own ~96% of HCWC outstanding common stock. HCWC must amend its charter to authorize up to 2,000,000,000 shares to complete the issuance.
• Governance and management: HCWC will change its name (selected by Host Digital). New HCWC board: Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, Alexander Monje. Harmol Samra to become CEO; John Ollet to remain CFO.
• Approvals & conditions: Closing requires HCWC stockholder approval of multiple charter and issuance items, NYSE American continued listing approval (subject to official notice of issuance), delivery of tax opinions, certain consents, and HCWC’s ability to use Form S-3 for a primary offering.
• Other items: HCWC directors/officers holding ~24.45% agreed to support the merger (D&O Support Agreement). HCWC will issue up to 12 million shares to employees/directors/officers at closing. Lock-up agreements will restrict director/executive sales until resale registration effectiveness or six months post-close. Termination date is Aug 25, 2026 (with a possible 60‑day extension by Host Digital in limited circumstances). HCWC may owe up to $2.0M to Host Digital if HCWC breaches certain pre-close covenants.

Why It Matters
This transaction would effectively transform HCWC from its current business into a company controlled by Host Digital’s owners (approximately 96% post-close), shifting strategy to digital infrastructure and AI/high‑performance computing data centers. Retail investors should note the heavy dilution implied by the large share issuance, required shareholder votes (including a very large authorized share increase), management overhaul, and multiple closing conditions (including NYSE listing approval). The deal’s completion depends on shareholder approvals and regulatory and tax opinions, so timing and certainty remain conditional.