HEALTHY CHOICE WELLNESS CORP.

PROXY STATEMENT

FOR A SPECIAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Eastern Time on August 27, 2026

PROXY STATEMENT SUMMARY

For your convenience, below is a summary of certain information contained in this proxy statement. This summary highlights selected information and does not include all the details that may be important to you. To fully understand the proposed Merger between HCWC and Host Digital, including the Stock Issuance Proposal, the Authorized Shares Proposal, the Auditor Proposal and the Name Change Proposal, as well as the Written Consent Proposal, the Reverse Split Proposal and the Adjournment Proposal, you should read this entire proxy statement carefully, including its annexes and incorporated documents. See “Where You Can Find More Information.” This proxy statement and related materials were first made available to stockholders on or about August 6, 2026.

The Parties to the Merger

Healthy Choice Wellness Corp.

HCWC, a Delaware corporation, is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Class A common stock, par value $0.001 per share, of HCWC (“HCWC Common Stock”) is listed on the NYSE American under the symbol “HCWC.” Additional information about HCWC is included in documents incorporated by reference in this proxy statement. HCWC’s principal executive offices are located at 3800 N. 28th Way, #1, Hollywood, Florida.

Host Digital Infrastructure LLC

Host Digital, a privately held Delaware limited liability company, is a pure-play vertically-integrated digital infrastructure platform, serving as developer, owner and operator of institutional quality data centers in the United States, focused on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. Host Digital’s principal executive offices are located at One World Trade Center FL 85, New York, NY 10007.

Healthy Choice Wellness II Corp.

Merger Sub, a Delaware corporation, is a wholly owned subsidiary of HCWC that was formed solely for the purpose of facilitating the Merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

The Merger (Page 21)

The terms and conditions of the Merger are set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A. You are encouraged to read the Merger Agreement in its entirety, as it is the primary legal document governing the Merger and related transactions.

Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”), at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “Surviving Entity”). Following the Merger, HCWC will change its name to a name selected by Host Digital, in its sole discretion, and HCWC’s board of directors (the “Board of Directors” or the “HCWC Board”) will thereafter be comprised of the individuals named in the Merger Agreement: Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, and Alexander Monje.

In exchange for all of the Common Units and Preferred Units of Host Digital (collectively, the “Company Units”), in each case as defined in that certain Amended and Restated Limited Liability Company Agreement of the Company, dated effective as of February 13, 2026 (the “Company Operating Agreement”), outstanding immediately prior to the Effective Time, HCWC will issue shares of HCWC Common Stock or pre-funded warrants (“Pre-Funded Warrants”) to purchase HCWC Common Stock at an exercise price of $0.0001 per share, in lieu of such shares, in each case as determined in accordance with the terms of the Merger Agreement (collectively, the “Merger Consideration”) to the holders of Company Units. For U.S. federal income tax purposes, the parties intend that the Merger qualify as a transaction described in Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Merger Agreement includes customary representations, warranties and covenants of the parties, as well as conditions to closing and termination rights.

Upon closing of the Merger, the holders of Company Units will own approximately 96% of the outstanding HCWC Common Stock.

Merger Consideration (Page 21)

At the Effective Time, without any further action by HCWC, Merger Sub, Host Digital, any member of Host Digital or any stockholder of HCWC, all Company Units outstanding immediately prior to the Effective Time will automatically be converted into the right to receive the Merger Consideration.

The Merger Consideration will consist of a combination of:

All shares of common stock, $0.00 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for 100% of the membership interests of the Surviving Entity.

The Merger Agreement defines “Pre-Funded Warrants” as warrants to purchase shares of HCWC Common Stock at an exercise price of $0.0001 per share, or such other nominal exercise price as the parties determine prior to the Effective Time. The form and substance of the Pre-Funded Warrants must be reasonably satisfactory to the parties.

Stock Issuance Proposal (Page 43)

Under NYSE American Rule 713, stockholder approval is required prior to approval of applications to list additional shares when the additional shares will be issued in connection with a transaction involving “the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock.” The issuance of the Merger Consideration will result in the issuance of greater than 20% of the presently outstanding HCWC Common Stock.

Furthermore, under NYSE American Rule 713, stockholder approval is also required when the issuance or potential issuance will result in a change of control of the issuer. The expected issuance of shares of HCWC Common Stock in connection with the Merger will result in a change of control.

Accordingly, stockholder approval of the Stock Issuance Proposal is required for the completion of the Merger under NYSE American Rule 713.

Authorized Shares Proposal (Page 44)

The Merger Agreement provides that HCWC stockholders will be asked to approve an amendment to HCWC’s certificate of incorporation to authorize 2,000,000,000 shares of HCWC Common Stock, in the aggregate, to, among other things, permit HCWC to issue the shares of HCWC Common Stock and Pre-Funded Warrants to the members of Host Digital pursuant to the terms of the Merger Agreement (the “Authorized Shares Amendment”). A copy of the proposed Authorized Shares Amendment is attached to this proxy statement as Annex B.

Interests of HCWC’s Directors and Executive Officers in the Merger (Page 24)

In considering the recommendation of the HCWC Board with respect to the Stock Issuance Proposal and the other matters to be acted upon by HCWC’s stockholders at the Special Meeting, HCWC’s stockholders should be aware that HCWC’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of HCWC’s stockholders. These interests may present them with actual or potential conflicts of interest, and those interests, to the extent material, are described below.

Each of the members of the HCWC Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the Merger Agreement and the Merger and to recommend that HCWC’s stockholders approve the proposals to be presented to HCWC’s stockholders for consideration at the Special Meeting.

Designation of HCWC’s Chief Financial Officer as Chief Financial Officer of the Combined Company

John A. Ollet, HCWC’s current Chief Financial Officer, will become the Chief Financial Officer of the combined company post-Closing.

Bonus of HCWC Common Stock

In connection with the Merger, HCWC has agreed to issue incentive awards to acquire up to 12 million shares of HCWC Common Stock to employees and officers and, of that 12 million, 11.3 million will be issued to directors and named executive officers of HCWC. The following table sets forth the numbers of shares of HCWC Common Stock that each director or named executive officer of HCWC would receive in connection with the Merger:

Acceleration of Unvested Equity Awards

Pursuant to the terms of HCWC’s existing equity award agreements and the 2024 Equity Incentive Plan, upon the execution of the Merger Agreement, all outstanding and unvested restricted stock awards held by HCWC’s directors, executive officers and employees became fully vested immediately prior to the Effective Time.

The accelerated vesting described above results from pre-existing equity award agreements and was not separately negotiated in connection with the Merger Agreement.

Recommendation of the Board of Directors; Reasons for the Merger (Page 22)

After consideration of various factors as discussed below, on May 25, 2026, the Board of Directors has unanimously:

Listing of Common Stock and Name Change (Page 24)

Following the closing of the Merger, HCWC expects to continue to be a publicly traded company listed on the NYSE American. HCWC stockholders are being asked to approve an amendment to HCWC’s certificate of incorporation to change HCWC’s corporate name to a name selected by Host Digital, in its sole discretion (the “Name Change Amendment”). A copy of the proposed Name Change Amendment is attached to this proxy statement as Annex C.

HCWC will use its best efforts to maintain the listing of HCWC Common Stock on the NYSE American and, to the extent required, to prepare and submit to the NYSE American an additional listing application for the shares to be issued in connection with the Merger and an initial listing application relating to the combined company.

Accounting Treatment (Page 24)

The Merger will be accounted for as a reverse acquisition under U.S. generally accepted accounting principles (“GAAP”) in accordance with Accounting Standards Codification Topic 805, Business Combinations. Host Digital has been identified as the accounting acquirer because its former members will hold a majority of the voting rights in the combined entity, designate a majority of the board of directors, and appoint senior management. HCWC is the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities of HCWC will be recorded at their estimated fair values as of the acquisition date, and any excess of the purchase price over the fair value of the net assets acquired will be recorded as goodwill. The assets and liabilities of Host Digital will be carried over at their historical carrying values, as the combined entity is a continuation of Host Digital’s financial statements.

For U.S. federal income tax purposes, the parties intend that the Merger qualify as a transaction described in Section 351(a) of the Code. The Merger Agreement requires receipt of the Merger Tax Opinion and the Spin-Off Tax Opinion (each, as defined below) as conditions to closing. No assurance can be provided that the Internal Revenue Service (the “IRS”) or a court will agree with the intended tax treatment or the tax opinions.

Regulatory Approvals (Page 24)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder, the Merger may not be completed until notifications have been filed with the Federal Trade Commission and the Antitrust Division of the Department of Justice and the applicable waiting period has expired or been terminated, if applicable. Completion of the Merger is not subject to HSR clearance under the Merger Agreement. The parties are not aware of any material federal, state or foreign regulatory approvals required to complete the Merger.

Post-Closing Governance (Page 37)

The Merger Agreement provides that, immediately after the Effective Time, the HCWC Board will be comprised of Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, and Alexander Monje, subject to the NYSE American independence and audit committee requirements described in the Merger Agreement.

The Special Meeting (Page 41)

The Special Meeting of HCWC stockholders will be held on August 27, 2026, at 9:00 a.m., Eastern Time. The meeting will be conducted virtually via live webcast at www.virtualshareholdermeeting.com/HCWC2026SM.

Stockholders of record as of the close of business on the record date are entitled to vote at the Special Meeting. Each share of HCWC Common Stock outstanding on the record date is entitled to one vote on each proposal. Each share of Series A Convertible Preferred Stock (“Series A Preferred Stock”) outstanding on the record date is entitled to 725 votes on each proposal. As of the record date, there were 29,892,378 shares of HCWC Common Stock issued and outstanding and held by 176 holders of record. As of the record date, there were 6,563 shares of Series A Preferred Stock issued and outstanding and held by four holders of record.

The purpose of the Special Meeting is to vote on the following proposals:

The presence, either virtually or by proxy, of holders of a majority of the outstanding shares of HCWC Common Stock entitled to vote will constitute a quorum. If a quorum is not present, or if additional votes are needed to approve one or more proposals, the Special Meeting may be adjourned to a later date or dates as described in this proxy statement.

The required votes to approve the proposals at the Special Meeting are as follows:

The Merger cannot be completed unless the Stock Issuance Proposal, the Authorized Shares Proposal and the Name Change Proposal are approved by the HCWC stockholders.