Business Context and Reporting Period
Company: HEALTHY CHOICE WELLNESS CORP.
Filing Type: Form 8-K (Current Report)
Date of Report: February 10, 2026
Reporting Period: Event date February 10, 2026; Signed February 17, 2026.
Context: The Company, an emerging growth company incorporated in Delaware, reported the entry into a material definitive agreement regarding its indebtedness.
Key Financial Metrics
This filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt levels. The filing focuses exclusively on a specific transaction structure:
- Transaction Type: Debt-for-equity exchange.
- Instrument: Exchange of outstanding principal of Notes (issued under a Credit Agreement dated July 18, 2024) for Class A common stock.
- Equity Issuance Cap: Up to 4,000,000 shares of Class A common stock.
- Exchange Price: Equal to the then-current market price of the Company's Class A common stock on the consummation date.
Material Changes
The primary material change reported is the execution of an Exchange Agreement with certain holders of the Company's indebtedness. This agreement facilitates the conversion of debt obligations into equity, potentially altering the Company's capital structure by reducing principal debt and increasing outstanding share count, contingent on the market price at the time of exchange.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or management discussion regarding future operations beyond the description of the exchange agreement.
Risks and Contingencies:
- Unregistered Sales: The issuance of up to 4,000,000 shares is being conducted as an unregistered private placement.
- Exemptions: The Company claims an exemption under Section 3(a)(9) of the Securities Act and/or Regulation D, citing an exchange exclusively with security holders.
- Valuation Uncertainty: The final number of shares issued and the total value of the debt extinguished depend on the market price of the stock on the consummation date, which is not fixed in this filing.
Investor Verification Checklist
- Verify the exact principal amount of the Notes being exchanged, as the filing states "outstanding principal" without a specific dollar figure.
- Confirm the current market price of HCWC Class A common stock to estimate the potential dilution impact of the 4,000,000 share cap.
- Review the full text of the Exchange Agreement (Exhibit 10.1) for specific terms, covenants, and conditions not detailed in the summary.
- Assess the impact of this debt-for-equity swap on the Company's total leverage and liquidity position relative to the July 18, 2024 Credit Agreement.