UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01. Entry into a Material Definitive Agreement
On May 12, 2025, Healthy Choice Wellness Corp. (the “Company” or “HCWC”) entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company agreed to sell 3,250 shares (the ‘Shares”) of its Series A Convertible Preferred Stock (the “HCWC Preferred Stock”) to two investors (the “Purchasers”) for an aggregate subscription price of $3,250,000 (the “Offering”), subject to certain conditions. The HCWC Preferred Stock is currently convertible into 2,339,252 shares of the Company’s Class A Common Stock at a conversion price of $1.38 per share, with such conversion price subject to adjustment as described below and as set forth in the Certificate of Designation (as defined below).
Upon completion of the Offering, the proceeds the Company receives in the Offering will be used for general working capital purposes and potential acquisitions.
The Purchasers and the Company will enter into a Share Escrow Agreement pursuant to the SPA. The Shares will be held in escrow until the closing price of the HCWC Class A common stock on the NYSE American exchange is at or above $1.50 per share for five consecutive trading days (the “Price Target”). Upon achieving the Price Target, the Purchasers will be required to pay the remaining purchase price and the Shares will be released from escrow to the Purchasers. Upon closing of the SPA, the Purchasers will initially pay an amount equal to the par value of the Shares being acquired.
The Company has agreed to register the shares of HCWC Class A Common Stock issuable upon conversion of the Shares.
The foregoing description of the Securities Purchase Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached to this Current Report as Exhibit 10.1, which is incorporated by reference herein.
ITEM 3.02. Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The issuances of the Shares and the shares of HCWC Class A Common Stock issuable upon conversion thereof were exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission. The shares of HCWC Preferred Stock and the shares of HCWC Class A Common Stock into which they may be converted constitute restricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
See Item 5.03 herein for a discussion of the terms of the HCWC Preferred Stock.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On May 12, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware. The number of shares of HCWC Preferred Stock designated is 3,250 and each share of HCWC Preferred Stock has a stated value equal to $1,000 (the “Stated Value”).
Voting Rights
The HCWC Preferred Stock shall have voting rights on as converted basis. However, as long as any shares of HCWC Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCWC Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCWC Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCWC Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing.
Liquidation.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of HCWC Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to $1,000 per share of HCWC Preferred Stock.
Conversion Price
The conversion price for the HCWC Preferred Stock shall equal $1.38.
The foregoing description of the HCWC Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Company’s Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Healthy Choice Wellness Corp. Amended and Restated Certificate of Designation of Preferences, Rights And Limitations of Series A Convertible Preferred Stock | |
| 10.1 | Securities Purchase Agreement, dated as of May 12, 2025, by and between Healthy Choice Wellness Corp. and the investors named therein | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTHY CHOICE WELLNESS CORP. | |||
| Date: | May 12, 2025 | By: | /s/ Jeffrey E. Holman |
| Jeffrey E. Holman | |||
| Chief Executive Officer | |||