Healthy Choice Wellness Corp. Approves Merger, Reverse Split and Name Change

What Happened

• Healthy Choice Wellness Corp. (HCWC) filed an 8-K on August 27, 2026 reporting that stockholders approved all merger-related proposals at a special meeting held that day. Votes approved issuance of shares under the Merger Agreement with Host Digital Infrastructure LLC (including pre-funded-warrant shares), an increase in authorized common shares, a name change to a name selected by Host Digital, allowing written consents in lieu of meetings, and a reverse stock split of up to 1-for-100. The meeting had a quorum: 24,230,128 votes present or represented (about 69.92% of voting power). HCWC said the Merger closing is expected in Q3 2026, subject to customary closing conditions.

Key Details

• Record date (shares outstanding): 29,892,378 Class A common shares and 6,563 Series A preferred shares (725 votes per preferred share) as of August 6, 2026.
• Aggregate votes present/represented: 24,230,128 (≈69.92% of voting power).
• Stock Issuance Proposal (merger consideration): For 19,801,784; Against 647,352; Abstain 44,185; Broker non-votes 3,736,807.
• Authorized Shares Proposal (increase to 2,000,000,000): For 19,700,927; Against 762,393; Abstain 30,001; Broker non-votes 3,736,807.
• Name Change Proposal: For 23,052,754; Against 1,085,507; Abstain 91,867.
• Written Consent Proposal: For 19,573,521; Against 879,016; Abstain 40,784; Broker non-votes 3,736,807.
• Reverse Split Proposal (up to 1-for-100): For 19,618,508; Against 834,344; Abstain 40,469.
• Auditor ratification (UHY LLP): For 23,615,456; Against 510,111; Abstain 104,561.
• Proxy Statement was filed with the SEC on August 6, 2026; closing remains subject to customary conditions.

Why It Matters

• These approvals clear major shareholder hurdles for HCWC’s planned merger with Host Digital, give the buyer control over the company name, and authorize corporate changes (large authorized-share increase and a flexible reverse split) that can materially change the company’s capital structure and share count. Investors should review the Proxy Statement and subsequent SEC filings for transaction terms, timing, and risks; the Merger is still subject to closing conditions and is not yet completed.