Business Context and Reporting Period
Company: HEALTHY CHOICE WELLNESS CORP.
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 2026
Reporting Period: Single event date (August 26, 2026)
Business Context: The Company, a Delaware corporation, announced the establishment of an at-the-market equity issuance program to sell shares of its Class A common stock.
Key Financial Metrics
This filing does not contain historical financial statements, revenue, profit, cash flow, or margin data. The only financial metric disclosed relates to the proposed capital raise:
- Aggregate Offering Price: Up to $2,625,000.
- Commission Fee: Up to 3.0% of gross proceeds payable to Cantor Fitzgerald & Co.
- Use of Proceeds: General corporate purposes; pending investment in interest-bearing, investment-grade securities, certificates of deposit, or government securities.
Material Changes
The filing reports the following material events effective August 26, 2026:
- Execution of a Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co.
- Filing of a new Prospectus Supplement with the SEC regarding the offer and sale of Class A common stock.
- Authorization to sell shares via "at-the-market" offerings on the NYSE American or other trading markets.
Guidance, Outlook, and Risks
Management Commentary: Management retains broad discretion regarding the timing and application of net proceeds. The Company cannot specify with certainty all particular uses for the proceeds at this time.
Risks and Contingencies:
- Dilution: The issuance of new shares may dilute existing shareholders.
- Market Conditions: Sales will be made consistent with normal trading practices and applicable rules, subject to market conditions.
- Legal Restrictions: The report does not constitute an offer to sell in jurisdictions where such an offer would be unlawful prior to registration.
Investor Verification Checklist
- Verify the current trading price of HCWC on NYSE American to assess potential dilution impact from the $2,625,000 offering.
- Review the attached Sales Agreement (Exhibit 1.1) for specific termination rights and price limitations.
- Confirm the status of the underlying Registration Statement on Form S-3 (File No. 333-291258).
- Monitor future filings for specific allocation of proceeds once the offering commences.