Healthy Choice Wellness Announces 1-for-35 Reverse Split; Charter Amendments

What Happened

• Healthy Choice Wellness Corp. announced a one-for-thirty-five (1-for-35) reverse stock split of its Class A common stock, effective as of 11:59 p.m. ET on August 28, 2026, following Board approval after its August 27, 2026 special meeting. At the Effective Time, every 35 shares outstanding were converted into one share; no cash was paid for fractional shares and fractional interests were rounded up to the next whole share after aggregation.
• The company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the reverse split and other changes. The Common Stock began trading on a split-adjusted basis under new CUSIP 42227T303 on the NYSE American at market open on August 31, 2026.

Key Details

• Reverse split ratio & timing: 1-for-35 reverse split, effective 11:59 p.m. ET on August 28, 2026 (Board approved after Aug 27, 2026 special meeting).
• Fractional treatment: No fractional shares issued; fractional interests rounded up to the next whole share for each stockholder after aggregation; no cash paid in lieu.
• Authorized capital increase: Total authorized shares increased from 600,000,000 to 2,000,000,000 shares — consisting of 1,960,000,000 common shares (1,900,000,000 Class A; 60,000,000 Class B) and 40,000,000 preferred shares (including 13,250 shares designated Series A Convertible Preferred).
• Shareholder action change: Charter amended to permit stockholders to act by written consent under Section 228 of the Delaware General Corporation Law.

Why It Matters

• The reverse split reduces the number of outstanding shares and increases the per-share price (on a split-adjusted basis), which can affect trading liquidity and market perception and was reflected in trading starting Aug 31, 2026 under a new CUSIP.
• Increasing authorized capital gives the company the flexibility to issue additional common or preferred stock in the future (for financing, acquisitions, equity awards, etc.), which could increase share supply and dilute existing holders if shares are issued.
• Allowing written consents lets the company and its stockholders take certain corporate actions without convening a meeting, potentially speeding governance decisions.