HCWC

Business Context and Reporting Period

Company: Healthy Choice Wellness Corp. (HCWC)
Filing Type: Form 8-K (Current Report)
Date of Report: November 11, 2025 (Event Date)
Transaction Date: November 13, 2025 (Consummation)
Business Context: The Company entered into a Securities Purchase Agreement to raise capital through the issuance of Series A Convertible Preferred Stock.

Key Financial Metrics

Capital Raised: $2,000,000 aggregate subscription price.
Instrument Issued: 2,000 shares of Series A Convertible Preferred Stock.
Stated Value: $1,000 per share of Preferred Stock.
Conversion Terms: Convertible into 1,449,275 shares of Class A Common Stock at a conversion price of $1.38 per share.
Use of Proceeds: General working capital and potential acquisitions.
Other Metrics: The filing does not provide specific data on revenue, profit, cash flow, margins, or existing debt levels.

Material Changes

• Capital Structure: Issuance of 2,000 shares of new Series A Convertible Preferred Stock.
• Liquidity: Immediate increase in cash assets by $2,000,000 upon consummation.
• Equity Dilution Potential: Creation of potential dilution of up to 1,449,275 shares of Class A Common Stock upon conversion.
• Regulatory Status: Issuances were exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Guidance, Outlook, and Risks

Management Commentary: Proceeds are designated for general working capital and potential acquisitions. The Company has agreed to register the shares of Class A Common Stock issuable upon conversion.
Security Holder Rights:

• Voting: Preferred Stock votes on an as-converted basis. Holders have veto rights over adverse changes to their powers, increases in authorized Preferred Stock, or amendments to the Certificate of Designation.
• Liquidation Preference: Holders are entitled to $1,000 per share upon liquidation, dissolution, or winding-up (excluding Fundamental Transactions).

Risks and Contingencies: The Preferred Stock and underlying Common Stock are restricted securities and cannot be resold absent registration or an exemption. The conversion price is subject to adjustment as described in the Certificate of Designation.

Investor Verification Checklist

• Verify the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific conditions precedent and covenants.
• Review the Second Amended and Restated Certificate of Designation (Exhibit 3.1) for detailed conversion price adjustment mechanisms.
• Confirm the registration rights agreement regarding the future resale of the underlying Common Stock.
• Assess the impact of the potential 1,449,275 share conversion on existing shareholder dilution.