HEALTHY CHOICE WELLNESS CORP.

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

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☒ Definitive Proxy Statement

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Healthy** Choice Wellness Corp.**

Dear Stockholders:

On behalf of the Board of Directors (the “Board of Directors”) of Healthy Choice Wellness Corp. (“HCWC,” “we,” “us,” or “our”), we are pleased to enclose the accompanying proxy statement relating to our proposed merger with Host Digital Infrastructure LLC, a Delaware limited liability company (“Host Digital” or the “Company”).

On May 27, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among HCWC, Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of HCWC (“Merger Sub”), and Host Digital. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Host Digital (the “Merger”), with Host Digital surviving the Merger as a wholly owned subsidiary of HCWC. In connection with the Merger, all of the Common Units and Preferred Units of the Company (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 of the Merger (the “Effective Time”), will be converted into the right to receive shares of Class A common stock, par value $0.001 per share, of HCWC (“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”).

The issuance of shares of HCWC Common Stock pursuant to the Merger Agreement (including shares issuable upon exercise of any Pre-Funded Warrants issued as Merger Consideration, the “Stock Issuance”) requires approval by HCWC stockholders, including for purposes of complying with NYSE American Rule 713 because the Stock Issuance will exceed 20% of HCWC’s outstanding shares or voting power prior to the issuance and because the Stock Issuance will result in a change of control. HCWC stockholders are also being asked to approve amendments to HCWC’s certificate of incorporation to authorize 2,000,000,000 shares of HCWC Common Stock, to change HCWC’s corporate name to a name selected by Host Digital, in its sole discretion, to permit stockholders to act by written consent in lieu of a meeting, and to effect a reverse stock split of the HCWC Common Stock.

Specifically, at the special meeting of stockholders (the “Special Meeting”), HCWC stockholders will be asked to vote on the following proposals:

Each proposal is described in more detail in the accompanying proxy statement, which we urge you to read carefully.

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

The Board of Directors recommends that HCWC stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Authorized Shares Proposal, “FOR” the Name Change Proposal, “FOR” the Written Consent Proposal, “FOR” the Reverse Split Proposal, “FOR” the Auditor Proposal and “FOR” the Adjournment Proposal.

The approval of the Stock Issuance Proposal, the Authorized Shares Proposal and the Name Change Proposal are conditions to completion of the Merger, and the Merger cannot be completed unless these approvals are obtained.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger and the proposals to be considered. Please read the entire proxy statement carefully, including “Risk Factors” and “Where You Can Find More Information.”

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in HCWC.

Sincerely,

Jeffrey Holman

Chief Executive Officer and Chairman of the Board

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3800 N. 28th Way, #1

Hollywood, Florida

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders (the “Special Meeting”) of Healthy Choice Wellness Corp. (“HCWC,” “we,” “us,” or “our”) will be held virtually via live webcast at www.virtualshareholdermeeting.com/HCWC2026SM on August 27, 2026, at 9:00 a.m., Eastern Time, for the following purposes:

Only holders of record of HCWC Common Stock or HCWC Series A Convertible Preferred Stock at the close of business on August 6, 2026 are entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof.

Each proposal described above is more fully set forth in the accompanying proxy statement, which we urge you to read carefully.

Whether or not you plan to participate in the Special Meeting, please submit your proxy promptly by following the instructions provided. Your vote is very important, and submitting your proxy will help ensure a quorum and reduce expenses associated with further solicitation.

By order of the Board of Directors,

John Ollet

Chief Financial Officer

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