Healthy Choice Wellness Corp. Completes Debt-for-Equity Exchange

What Happened

• On August 7, 2026, Healthy Choice Wellness Corp. announced a debt-for-equity exchange in which a holder of a promissory note exchanged $692,671 of principal for 2,565,450 shares of the Company’s Class A common stock at $0.27 per share. The exchange was made pursuant to an Exchange Agreement dated May 28, 2026. The promissory note had been issued under a Loan and Security Agreement dated July 18, 2024.
• After this exchange, approximately $2.1 million of principal and interest remains unpaid under the Credit Agreement.

Key Details

• Amount converted: $692,671 of note principal converted into equity.
• Shares issued: 2,565,450 shares of Class A common stock at $0.27 per share.
• Remaining debt: ~ $2.1 million of principal and interest outstanding under the Credit Agreement.
• Registration/exemption: Company relied on Securities Act Section 3(a)(9) for the unregistered issuance; no commission or solicitation fees were paid.

Why It Matters

• This transaction reduces the Company’s outstanding debt by $692,671 but increases the number of common shares outstanding by 2,565,450, which dilutes existing shareholders.
• The exchange was a non-cash settlement (equity issued in lieu of cash repayment), so it affects capital structure rather than immediate cash flow.
• Investors should note the remaining ~ $2.1 million indebtedness on the Credit Agreement and monitor future disclosures for additional debt settlements or dilution events.