Skip to main content

HEALTHY CHOICE WELLNESS CORP.

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

HOST$1.84-2.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

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-K11/21/182.1
2.1(d)Membership Interest Purchase Agreement, dated December 14, 2018, by and among Healthy U Wholesale, Inc. and the Sellers named therein8-K12/26/182.2
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 Schneider8-K2/8/222.1
3.1Second Amended and Restated Certificate of IncorporationS-1/A2/13/243.1
3.2BylawsS-19/8/20233.2
3.3Certificate of Designation of Preferences, Rights And Limitations of Series A Convertible Preferred StockS-1/A12/21/20233.3
10.1+Healthy Choice Wellness Corp. Equity Incentive PlanS-1/A8/30/2410.1
10.2Form of Tax Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.S-1/A12/21/202310.2
10.3Form of Employee Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.S-1/A12/21/202310.3
10.4+Healthy Choice Wellness Corp. Form of Restricted Stock Award AgreementS-1/A8/30/2410.4
10.6+Form of Director Indemnification AgreementS-1/A6/26/202410.6
10.8Form of Transition Services Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.S-1/A12/21/202310.8
10.9Form of Separation and Distribution Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.S-1/A2/13/2410.9
10.10Securities Purchase Agreement, dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named thereinS-1/A2/13/2410.10
10.11Form of Promissory Note, dated January 18, 2024S-1/A2/13/2410.11
10.15Form of Common Stock Purchase Warrant, dated April 8, 2024S-1/A5/24/2410.15
10.16First Amendment to Securities Purchase Agreement, dated as of April 8, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named thereinS-1/A5/24/2410.16
Exhibit · Incorporated by Reference · Filed or Furnished
No.Exhibit DescriptionFormDateNumberHerewith
10.20Securities Purchase Agreement, dated as of August 18, 2022, by and between Healthier Choices Management Corp. and the purchasers named therein8-K8/18/202210.1
10.21First Amendment to Securities Purchase Agreement, dated as of March 1, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A3/6/2310.1
10.22Second Amendment to Securities Purchase Agreement, dated as of May 15, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A5/19/2310.1
10.23Third Amendment to Securities Purchase Agreement, dated as of October 30, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A11/3/2310.1
10.24Fourth Amendment to Securities Purchase Agreement, dated as of February 20, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A2/23/2410.1
10.25Fifth Amendment to Securities Purchase Agreement, dated as of April 4, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A4/9/2410.1
10.26Sixth Amendment to Securities Purchase Agreement, dated as of July 24, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A7/29/2410.1
10.27Seventh Amendment to Securities Purchase Agreement, dated as of November 27, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A12/5/2410.1
10.28Eighth Amendment to Securities Purchase Agreement, dated as of April 11, 2025, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A4/24/2510.1
10.29Nineth Amendment to Securities Purchase Agreement, dated as of October 30, 2025, by and between Healthier Choices Management Corp. and the purchasers named therein8-K/A11/06/2510.1
10.30Securities Purchase Agreement, dated as of May 12, 2025, by and between Healthy Choice Wellness Corp. and the purchasers named therein8-K5/12/202510.1
10.31Amended and Restated Securities Purchase Agreement, dated as of June 20, 2025, by and between Healthy Choice Wellness Corp. and the purchasers named therein8-K6/27/202510.1
10.32Securities Purchase Agreement, dated as of November 11, 2025, by and between Healthy Choice Wellness Corp. and Anson Investments Master Fund LP8-K11/14/202510.1
10.33Second 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-K11/14/20253.1
10.34Loan 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/A2/13/2410.11
10.35Exchange Agreement, dated as of March 2, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein8-K3/3/202510.1
10.36Exchange Agreement, dated as of April 2, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein8-K4/3/202510.1
10.37Exchange Agreement, dated as of April 30, 2025, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein8-K5/1/202510.1
10.38Exchange Agreement, dated as of July 15, 2025, by and between Healthy Choice Wellness Corp. and the holders of debt securities named therein8-K7/16/202510.1
10.39Exchange Agreement, dated as of October 24, 2025, by and between Healthy Choice Wellness Corp. and the holders of debt securities named therein8-K10/31/202510.1
19Insider Trading PolicyX
21.1List of SubsidiariesX
31.1Certification of Principal Executive Officer (302)Filed
31.2Certification of Principal Financial Officer (302)Filed
32.1Certification of Principal Executive Officer and Principal Financial Officer (906)Furnished**
101.INSXBRL Instance DocumentFiled
101.SCHXBRL Taxonomy Extension Schema DocumentFiled
101.CALXBRL Taxonomy Extension Calculation Link base DocumentFiled
101.DEFXBRL Taxonomy Extension Definition Link base DocumentFiled
101.LABXBRL Taxonomy Extension Label Link base DocumentFiled
101.PREXBRL Taxonomy Extension Presentation Link base DocumentFiled
  • 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.