Business Context and Reporting Period
Company: Healthy Choice Wellness Corp. (HCWC)
Filing Type: Form 8-K (Current Report)
Date of Report: May 27, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) with Host Digital Infrastructure LLC ("Host Digital").
HCWC has agreed to merge with Host Digital, a vertically-integrated digital infrastructure platform focused on data centers for artificial intelligence and high-performance computing. Upon closing, Host Digital will become a wholly-owned subsidiary of HCWC, and HCWC will change its name to a name selected by Host Digital.
Key Financial Metrics and Transaction Terms
Transaction Valuation: The Base Price for the merger is set at $425,000,000.
Exchange Ratio Basis: Calculated using an Applicable Share Price of $0.27 per share of HCWC Common Stock.
Ownership Structure Post-Merger: Holders of Host Digital Units will own approximately 96% of the outstanding HCWC Common Stock.
Consideration: Host Digital Units will convert into HCWC Common Stock or Pre-Funded Warrants (exercise price $0.0001).
Employee Issuance: HCWC may issue up to 12 million shares of Common Stock to employees, directors, and officers effective at closing.
Break-up Fee: If terminated by Host Digital due to specific breaches by HCWC, HCWC must pay the lesser of $2,000,000 or Host Digital's documented out-of-pocket fees.
Note: This filing does not provide HCWC's current revenue, profit, cash flow, or debt metrics. It focuses solely on the terms of the proposed merger.
Material Changes and Governance
Board Composition: The post-merger board will consist of Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, and Alexander Monje.
Executive Leadership: Harmol Samra will be appointed CEO; John Ollet will continue as CFO.
Capital Structure: HCWC must amend its Certificate of Incorporation to authorize 2,000,000,000 shares of Common Stock to facilitate the transaction.
Stockholder Support: HCWC directors and officers (holding ~24.45% of voting power) have entered a support agreement to vote in favor of the merger and not transfer their shares until closing.
Conditions, Risks, and Outlook
Conditions to Closing:
- Approval by HCWC stockholders (Required HCWC Stockholder Vote).
- Approval by Host Digital members and investors.
- Continued listing of HCWC stock on NYSE American.
- Delivery of Merger and Spin-Off Tax Opinions.
- HCWC meeting requirements for Form S-3 usage.
- No Material Adverse Effect occurring.
Termination Rights: The agreement may be terminated if the merger is not consummated by August 25, 2026 (the "End Date"), subject to a potential 60-day extension for regulatory delays. Either party may terminate if a court or government body permanently enjoins the merger.
Risks and Contingencies:
- Regulatory Approval: The transaction is subject to SEC and NYSE American approvals.
- Stockholder Vote: Failure to obtain the required stockholder vote allows HCWC to terminate.
- Lock-Up Agreements: Directors and officers are locked up for six months post-closing or until the resale registration statement is effective.
Investor Verification Checklist
- Proxy Statement: Verify the definitive Proxy Statement for detailed financial projections and full terms of the merger.
- Stockholder Approval: Confirm the date and outcome of the HCWC stockholder meeting required to approve the issuance of shares and name change.
- Listing Status: Monitor NYSE American approval for the new share issuance and continued listing.
- Tax Opinions: Ensure the Merger and Spin-Off Tax Opinions are delivered and remain accurate as of the Effective Time.
- Capitalization: Review the amended Certificate of Incorporation to confirm the authorization of 2 billion shares.