Healthy Choice Wellness Corp. Issues Series A Preferred, Waives Participation Rights

What Happened

• Healthy Choice Wellness Corp. (HCWC) filed an 8-K on Aug 6, 2026 reporting a First Amendment to its Amended and Restated Securities Purchase Agreement (SPA Amendment). Under the amendment, HCWC will issue 1,313 shares of its Series A Convertible Preferred Stock to four investors in exchange for those investors waiving certain rights to participate in future equity offerings. The SPA Amendment references original purchase agreements dated May 12, 2025 and November 11, 2025 (amendment dated May 27, 2026).

Key Details

• 1,313 shares of Series A Convertible Preferred Stock to be issued to four purchasers.
• The 1,313 preferred shares are convertible into 951,087 shares of Class A Common Stock at a conversion price of $1.38 per share.
• On July 31, 2026 HCWC filed a Certificate of Amendment increasing the number of designated Series A preferred shares from 5,250 to 7,000.
• As part of that Amendment, the Purchasers’ rights to participate in future equity offerings were cancelled.

Why It Matters

• The issuance and the conversion terms are potentially dilutive: if converted, up to 951,087 new Class A shares could be added, which affects existing common shareholders’ ownership percentages.
• Increasing the authorized Series A preferred from 5,250 to 7,000 allows HCWC to issue more preferred stock going forward.
• Cancelling the Purchasers’ participation rights removes their contractual preemptive claim to buy into future financings, which can affect who participates in and how future capital raises are structured.

Exhibits referenced in the filing include the Certificate of Amendment and the First Amendment to the SPA.