HEALTHY CHOICE WELLNESS CORP.
For the period ended Dec 10, 2025. Filed Dec 11, 2025.
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Dec 10, 2025 · Filed Dec 11, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Healthy Choice Wellness Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Healthy Choice Wellness Corp.
3800 North 28 th Way, #1
Hollywood, FL 33020
December 4, 2025
To Our Stockholders:
You are cordially invited to attend the 2025 annual meeting of stockholders of Healthy Choice Wellness Corp., a Delaware corporation, to be held at 10:00 a.m. ET on Wednesday, December 31, 2025. We have decided to hold this year’s annual meeting virtually via live audio webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visitingwww.virtualshareholdermeeting.com/HCWC2025. You will not be able to attend the annual meeting in person.
Details regarding the meeting, the business to be conducted at the meeting, and information about Healthy Choice Wellness Corp. that you should consider when you vote your shares are described in the accompanying proxy statement.
At the annual meeting, we will ask stockholders to (i) elect one (1) person to our board of directors as a class I director and (ii) to ratify the appointment of UHY LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Our board of directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the annual meeting.
Under U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to certain of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about December 4, 2025 we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 annual meeting of stockholders and our 2024 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the annual meeting. Whether or not you plan to attend the annual meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.
Thank you for your continued support of Healthy Choice Wellness Corp. We look forward to seeing you at the annual meeting.
Sincerely,
Jeffrey E. Holman
Chief Executive Officer
ii
December 4, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| TIME: | 10:00 a.m. ET |
|---|---|
| DATE: | December 31, 2025 |
| ACCESS: | This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/HCWC2025 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card that you receive. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 2. |
PURPOSES:
| 1. | To elect one (1) class I director to serve a three-year term expiring in 2028; |
| 2. | To ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof. |
WHO MAY VOTE:
You may vote if you were the record owner of our Class A common stock or a holder of Series A Convertible Preferred Stock at the close of business on December 1, 2025 (the “Record Date”). A list of registered stockholders as of the close of business on the Record Date will be available during the 10 days prior to the annual meeting at our principal executive offices located at 3800 North 28th Way, #1, Hollywood, FL 33020. If you wish to view this list, please contact our Chief Financial Officer at Healthy Choice Wellness Corp., 3800 North 28th Way, #1, Hollywood, FL 33020 or 305.600.5004. Such list will also be available for examination by the stockholders during the annual meeting atwww.virtualshareholdermeeting.com/HCWC2025.
All stockholders are cordially invited to attend the virtual annual meeting.Whether or not you plan to attend the annual meeting, we urge you to vote by following the instructions in the Notice and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.
BY THE ORDER OF THE BOARD OF DIRECTORS
Jeffrey E. Holman
Chief Executive Officer
iii
TABLE OF CONTENTS
| PAGE | |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 6 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 10 |
| EQUITY COMPENSATION PLAN INFORMATION | 15 |
| DELINQUENT SECTION 16(A) REPORTS | 16 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 16 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 17 |
| PROPOSAL NO. 2 RATIFY SELECTION OF INDEPENDENT AUDITORS | 18 |
| CODE OF CONDUCT AND ETHICS | 19 |
| OTHER MATTERS | 19 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR | 19 |
iv
PROXY STATEMENT FOR HEALTHY CHOICE WELLNESS CORP.
2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 31, 2025
This proxy statement, along with the accompanying notice of the 2025 annual meeting of stockholders, contains information about the 2025 annual meeting of stockholders of Healthy Choice Wellness Corp., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. ET, on Wednesday, December 31, 2025. You will be able to attend our annual meeting, vote and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/HCWC2025. You will not be able to attend the annual meeting in person.
In this proxy statement, we refer to Healthy Choice Wellness Corp. as “HCWC,” the “Company,” “we” and “us.”
This proxy statement relates to the solicitation of proxies by our board of directors (the “Board”) for use at the annual meeting.
On or about December 4, 2025, we intend to begin sending to our stockholders the Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 annual meeting of stockholders and our 2024 annual report to stockholders.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON DECEMBER 31, 2025
This proxy statement, the Notice, our form of proxy card and our 2024 annual report to stockholders will be available for viewing, printing and downloading atwww.virtualshareholdermeeting.com/HCWC2025. In order to view, print or download these materials, please have your 16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.
*Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2024 (the “Annual Report on Form 10-K”), on the website of the Securities and Exchange Commission (the “SEC”), atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at*www.HCWC.com.You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to:
Attn: Chief Financial Officer
Exhibits will be provided upon written request and payment of an appropriate processing fee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.