HEALTHY CHOICE WELLNESS CORP.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
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Exhibit Index
| Exhibit · Incorporated by Reference · Filed or Furnished | ||||
|---|---|---|---|---|
| No. · Exhibit Description · Form · Date · Number · Herewith | ||||
| 2.1(c) | Asset Purchase Agreement, dated November 19, 2018, by and among the Company and Paradise Health Foods, Inc. | 8-K | 11/21/18 | 2.1 |
| 2.1(d) | Membership Interest Purchase Agreement, dated December 14, 2018, by and among Healthy U Wholesale, Inc. and the Sellers named therein | 8-K | 12/26/18 | 2.2 |
| 2.1(e) | Asset Purchase Agreement, dated February 8, 2022, by and among the Healthy Choice Markets 3, LLC, Mother Earth’s Storehouse Inc., Christopher Schneider and Kevin Schneider | 8-K | 2/8/22 | 2.1 |
| 3.1 | Second Amended and Restated Certificate of Incorporation | S-1/A | 2/13/24 | 3.1 |
| 3.2 | Bylaws | S-1 | 9/8/2023 | 3.2 |
| 3.3 | Certificate of Designation of Preferences, Rights And Limitations of Series A Convertible Preferred Stock | S-1/A | 12/21/2023 | 3.3 |
| 10.1+ | Healthy Choice Wellness Corp. Equity Incentive Plan | S-1/A | 8/30/24 | 10.1 |
| 10.2 | Form of Tax Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. | S-1/A | 12/21/2023 | 10.2 |
| 10.3 | Form of Employee Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. | S-1/A | 12/21/2023 | 10.3 |
| 10.4+ | Healthy Choice Wellness Corp. Form of Restricted Stock Award Agreement | S-1/A | 8/30/24 | 10.4 |
| 10.6+ | Form of Director Indemnification Agreement | S-1/A | 6/26/2024 | 10.6 |
| 10.8 | Form of Transition Services Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. | S-1/A | 12/21/2023 | 10.8 |
| 10.9 | Form of Separation and Distribution Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp. | S-1/A | 2/13/24 | 10.9 |
| 10.10 | Securities Purchase Agreement, dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named therein | S-1/A | 2/13/24 | 10.10 |
| 10.11 | Form of Promissory Note, dated January 18, 2024 | S-1/A | 2/13/24 | 10.11 |
| 10.15 | Form of Common Stock Purchase Warrant, dated April 8, 2024 | S-1/A | 5/24/24 | 10.15 |
| 10.16 | First Amendment to Securities Purchase Agreement, dated as of April 8, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named therein | S-1/A | 5/24/24 | 10.16 |
| Exhibit · Incorporated by Reference · Filed or Furnished | |||||
|---|---|---|---|---|---|
| No. | Exhibit Description | Form | Date | Number | Herewith |
| 10.20 | Securities Purchase Agreement, dated as of August 18, 2022, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K | 8/18/2022 | 10.1 | |
| 10.21 | First Amendment to Securities Purchase Agreement, dated as of March 1, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 3/6/23 | 10.1 | |
| 10.22 | Second Amendment to Securities Purchase Agreement, dated as of May 15, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 5/19/23 | 10.1 | |
| 10.23 | Third Amendment to Securities Purchase Agreement, dated as of October 30, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 11/3/23 | 10.1 | |
| 10.24 | Fourth Amendment to Securities Purchase Agreement, dated as of February 20, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 2/23/24 | 10.1 | |
| 10.25 | Fifth Amendment to Securities Purchase Agreement, dated as of April 4, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 4/9/24 | 10.1 | |
| 10.26 | Sixth Amendment to Securities Purchase Agreement, dated as of July 24, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 7/29/24 | 10.1 | |
| 10.27 | Seventh Amendment to Securities Purchase Agreement, dated as of November 27, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 12/5/24 | 10.1 | |
| 10.28 | Eighth Amendment to Securities Purchase Agreement, dated as of April 11, 2025, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 4/24/25 | 10.1 | |
| 10.29 | Nineth Amendment to Securities Purchase Agreement, dated as of October 30, 2025, by and between Healthier Choices Management Corp. and the purchasers named therein | 8-K/A | 11/06/25 | 10.1 | |
| 10.30 | Securities Purchase Agreement, dated as of May 12, 2025, by and between Healthy Choice Wellness Corp. and the purchasers named therein | 8-K | 5/12/2025 | 10.1 | |
| 10.31 | Amended and Restated Securities Purchase Agreement, dated as of June 20, 2025, by and between Healthy Choice Wellness Corp. and the purchasers named therein | 8-K | 6/27/2025 | 10.1 | |
| 10.32 | Securities Purchase Agreement, dated as of November 11, 2025, by and between Healthy Choice Wellness Corp. and Anson Investments Master Fund LP | 8-K | 11/14/2025 | 10.1 | |
| 10.33 | Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (filed in connection with November 2025 SPA) | 8-K | 11/14/2025 | 3.1 | |
| 10.34 | Loan and Security Agreement, dated as of July 18, 2024, by and among Healthy Choice Wellness Corp., a Delaware corporation, the guarantors named therein and Hal Mintz (the “Agent”) (the exhibits and schedules to Exhibit 10.1 have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted exhibits and schedules). | S-1/A | 2/13/24 | 10.11 | |
| 10.35 | Exchange Agreement, dated as of March 2, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein | 8-K | 3/3/2025 | 10.1 | |
| 10.36 | Exchange Agreement, dated as of April 2, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein | 8-K | 4/3/2025 | 10.1 | |
| 10.37 | Exchange Agreement, dated as of April 30, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein | 8-K | 5/1/2025 | 10.1 | |
| 10.38 | Exchange Agreement, dated as of July 15, 2025, by and between Healthy Choice Wellness Corp. and the holders of debt securities named therein | 8-K | 7/16/2025 | 10.1 | |
| 10.39 | Exchange Agreement, dated as of October 24, 2025, by and between Healthy Choice Wellness Corp. and the holders of debt securities named therein | 8-K | 10/31/2025 | 10.1 | |
| 19 | Insider Trading Policy | X | |||
| 21.1 | List of Subsidiaries | X | |||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | |||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | |||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer (906) | Furnished** | |||
| 101.INS | XBRL Instance Document | Filed | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Link base Document | Filed | |||
| 101.DEF | XBRL Taxonomy Extension Definition Link base Document | Filed | |||
| 101.LAB | XBRL Taxonomy Extension Label Link base Document | Filed | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Link base Document | Filed | |||
- Management contract or compensatory plan or arrangement.
** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at 3800 North 28th Way, Unit# 1, Hollywood, Florida 33020.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.