Healthy Choice Wellness Closes Host DI Merger; New CEO Appointed

What Happened Healthy Choice Wellness Corp. (the “Parent”) filed an 8‑K reporting that on September 17, 2026 it closed its merger with Host DI. As part of the closing Parent issued 25,085,454 shares of Parent common stock and pre‑funded warrants to purchase an aggregate of 19,888,093 shares to former Host DI unit holders. Immediately after the closing, legacy Host DI members owned approximately 96.4% of Parent’s outstanding common stock. The Parent filed a Certificate of Amendment to change its name to “Host Digital Inc.” and changed its fiscal year end to December 31. Harmol Samra (formerly Host DI CEO) was appointed Parent CEO; Jeffrey Holman and Christopher Santi resigned.

Key Details

• Closing date: September 17, 2026.
• Merger consideration: 25,085,454 shares issued + pre‑funded warrants to buy 19,888,093 shares.
• Ownership: legacy Host DI members own ~96.4% of Parent post‑closing. Merger securities issued in a private placement under Section 4(a)(2)/Reg D; Parent intends to register those shares on Form S‑3.
• Registration rights: Parent agreed to file a shelf registration statement under Rule 415 within 30 calendar days after closing and to use commercially reasonable efforts to keep it effective until covered securities are sold; Parent will pay certain holder expenses and provide indemnities.
• Governance and leadership: Board reconstituted with Robert Byrne, Omar Hussein, Guhan Kandasamy and Shawn Matthews (Chair); several prior directors resigned. Harmol Samra named CEO with $200,000 base salary and specified severance (12 months’ salary plus bonuses if terminated without Cause). John Ollet remains CFO.
• Related‑person arrangement: Parent entered a Preferential Rights Agreement with the Sponsor (controlled by founders of Host DI, including CEO Harmol Samra and Hans Thomas) granting rights of first offer/refusal on certain project subsidiaries; agreement expires two years and is disclosed as a related‑person transaction.
• Other: Parent entered indemnification agreements for its directors and officers; Parent dismissed its independent auditor UHY LLP effective Sept 17, 2026 (UHY’s 2025 audit report had a going‑concern explanatory paragraph but no disagreements with management).

Why It Matters This filing confirms a transformational business combination: Host DI has effectively taken control of Healthy Choice Wellness through the merger and now controls the vast majority of the company’s stock. Investors should note the large ownership concentration (≈96.4%), the planned registration of issued securities (which could enable resale once effective), the leadership change with Host DI’s CEO now running the combined company, and the corporate name and fiscal‑year changes. The registration rights, indemnities and preferential deal with the Sponsor, as well as the auditor change (and prior going‑concern language), are material governance and execution items investors may want to monitor as the company integrates operations and executes on its strategy.