HEALTHY CHOICE WELLNESS CORP. 8-K

What Happened
Healthy Choice Wellness Corp. announced on its Form 8-K (filed June 3, 2026) that it entered an Exchange Agreement dated May 28, 2026 to convert $1,431,000 of outstanding notes into 5,315,450 shares of Class A common stock at $0.27 per share. The notes were originally issued under a Loan and Security Agreement dated July 18, 2024. After the exchange, about $2,100,000 of indebtedness under the Credit Agreement will remain unpaid. The Exchange Agreement is attached to the filing as Exhibit 10.1.

Key Details

• $1,431,000 of principal on the Company’s convertible notes exchanged for 5,315,450 shares of Class A common stock.
• Exchange price: $0.27 per share.
• Notes were issued under the Credit Agreement dated July 18, 2024.
• After the exchange, approximately $2,100,000 remains outstanding under the Credit Agreement.
• Holders are limited from receiving shares on conversion to the extent doing so would cause their beneficial ownership to exceed 9.9% of outstanding common stock.

Why It Matters
This is a debt-for-equity transaction that reduces the company’s outstanding debt by $1.431M without a cash outlay, which may lower near-term cash obligations. At the same time, it increases the number of issued common shares by 5,315,450, which results in dilution for existing shareholders. The 9.9% ownership cap limits any single holder from acquiring a controlling stake through the exchange. Investors should note the changed capital structure — less debt, more equity — and consider how the added shares and remaining $2.1M of debt may affect future earnings per share and financing flexibility.