HEALTHY CHOICE WELLNESS CORP.

At the Special Meeting, HCWC stockholders will be asked to approve an amendment to the certificate of incorporation of HCWC effecting a reverse stock split. It is the intention of the HCWC Board to consider the implementation of the reverse stock split, regardless of whether the Merger is completed. Upon the effectiveness of such amendment (the “split effective time”), the issued and outstanding shares of HCWC Common Stock immediately prior to the split effective time will be reclassified into a smaller number of shares such that a stockholder of HCWC will own one new share of HCWC Common Stock for every 100 (or such smaller number as determined by the HCWC Board) shares of HCWC Common Stock held by that stockholder immediately prior to the split effective time (the “Reverse Stock Split”). The ratio will be determined by the HCWC Board in its sole discretion. If this proposal is approved and the other conditions to closing the Merger are satisfied, the Reverse Stock Split, if effected, will be effected immediately prior to the Effective Time of the Merger. HCWC may effect only one reverse stock split in connection with this proposal.

The decision to effect the Reverse Stock Split and the ratio thereof will be based on a number of factors, including market conditions, existing and expected trading prices for HCWC Common Stock and the listing requirements of the NYSE American. As more fully described below, the Reverse Stock Split, if effected, will reduce the number of shares of HCWC Common Stock outstanding but will not change the number of authorized shares of HCWC Common Stock or the par value of HCWC Common Stock.

The form of the amendment to the certificate of incorporation of HCWC to effect the Reverse Stock Split is set forth in Annex E to this proxy statement.

Purpose

The HCWC Board approved this proposal because it believed that:

NYSE American Listing Requirements

HCWC Common Stock is listed on the NYSE American under the symbol “HCWC.” A company listed on the NYSE American that engages in a reverse merger will be eligible for continued listing only if the post-transaction entity meets the standards for initial listing of the NYSE American. HCWC will file an initial listing application with the NYSE American for the combined company to continue the listing of its common stock on the NYSE American market upon the closing of the Merger.

Under the Company Guide, the NYSE American will refuse to list additional securities of a listed issuer in connection with a reverse merger unless the post-transaction entity meets the standards for initial listing and the listed issuer obtains stockholder approval of the issuance of such securities as required by Section 713(b) of the Company Guide. Such initial listing standards require, among other things, that the post-transaction entity have upon the closing of the reverse merger a $4.00 per share minimum market price. Therefore, the Reverse Stock Split may be necessary to increase the market price of HCWC Common Stock in order to consummate the Merger.

Increase in Authorized Shares of Common Stock

The Reverse Stock Split, if effected, will not change the number of authorized shares of HCWC Common Stock. Accordingly, one effect of the Reverse Stock Split will be to increase the proportion of authorized shares of common stock which are unissued relative to those which are issued. This could result in the combined company being able to issue more shares without further stockholder approval, except to the extent required by NYSE American rules. See “—Principal Effects of the Reverse Stock Split,” below. HCWC currently has no plans to issue shares, other than in connection with the Merger and from time to time upon the exercise or settlement of outstanding stock options, warrants and Pre-Funded Warrants.

Potential Increased Investor Interest

On August 5, 2026, HCWC Common Stock closed at $0.21 per share. An investment in HCWC Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, the HCWC Board believes that most investment funds are reluctant to invest in lower priced stocks.

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per-share price of HCWC Common Stock. HCWC cannot predict whether the Reverse Stock Split will increase the market price for HCWC Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of HCWC Common Stock will also be based on the performance of HCWC’s business and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of HCWC Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of HCWC may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of HCWC Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

Principal Effects of the Reverse Stock Split

The Reverse Stock Split will be effected simultaneously for all outstanding shares of HCWC Common Stock. The Reverse Stock Split will affect all of HCWC’s stockholders uniformly and will not affect any stockholder’s percentage interest in HCWC, except to the extent that the Reverse Stock Split would otherwise result in any of HCWC’s stockholders owning fractional shares. Shares of HCWC Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable. The Reverse Stock Split does not affect the total proportionate ownership of HCWC following the Merger.

As an example, the following table illustrates the effects of a 1-for-10, 1-for-50 and 1-for-100 reverse stock split (without giving effect to the treatment of fractional shares in the Reverse Stock Split, the issuance of shares of HCWC Common Stock in the Merger, or the potential increase in the number of authorized shares pursuant to the Authorized Shares Proposal):

(1) Rounded to the nearest whole share.

(2) Includes shares reserved for issuance upon conversion of outstanding shares of HCWC’s Series A Convertible Preferred Stock.

In addition, if the Reverse Stock Split is implemented, it will increase the number of HCWC stockholders who own “odd lots” of fewer than 100 shares of HCWC Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity of HCWC Common Stock described above.

After the effective date of the Reverse Stock Split, HCWC Common Stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify HCWC Common Stock. HCWC Common Stock is currently registered under Section 12(b) of the Exchange Act, and HCWC is subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of HCWC Common Stock under the Exchange Act and HCWC will continue to be subject to the periodic reporting requirements of the Exchange Act.

Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates

If HCWC’s stockholders approve the amendment to the certificate of incorporation of HCWC effecting the Reverse Stock Split, and if the HCWC Board still believes that a reverse stock split is in the best interests of HCWC and its stockholders, HCWC will file the amendment to the certificate of incorporation with the Secretary of State of the State of Delaware at such time as the HCWC Board has determined to be the appropriate split effective time. The HCWC Board may delay effecting the Reverse Stock Split without resoliciting stockholder approval. Beginning at the split effective time, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the split effective time, HCWC’s stockholders will be notified that the Reverse Stock Split has been effected. HCWC expects that its transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent certificates representing pre-split shares held in certificated form in exchange for certificates representing post-split shares in accordance with the procedures set forth in a letter of transmittal to be sent by or on behalf of HCWC. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, will automatically be exchanged for post-split shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) unless and until requested to do so. Stockholders who hold book-entry shares will not need to take any action with regard to the Reverse Stock Split, if effected, and their shares will automatically be converted to reflect the Reverse Stock Split.

Fractional Shares

No fractional shares of HCWC Common Stock will be issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive fractional shares of HCWC Common Stock because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, after aggregating all fractional shares of HCWC Common Stock issuable to such stockholder, will instead be entitled to receive one whole share of HCWC Common Stock in respect of such fractional shares.

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the HCWC Board or contemplating a tender offer or other transaction for the combination of HCWC with another company (other than the Merger), the Reverse Split Proposal is not being proposed in response to any effort of which HCWC is aware to accumulate shares of HCWC Common Stock or obtain control of HCWC, other than in connection with the Merger, nor is it part of a plan by management to recommend a series of similar amendments to the HCWC Board and stockholders. Other than the proposals being submitted to HCWC’s stockholders for their consideration at the Special Meeting, HCWC does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of HCWC.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences of the Reverse Stock Split to HCWC U.S. Holders (as defined below) but does not purport to be a complete analysis of all other potential income tax consequences that may be relevant to HCWC U.S. Holders. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect an HCWC U.S. Holder. HCWC has not sought and does not intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the Reverse Stock Split.

For purposes of this discussion, an “HCWC U.S. Holder” is a beneficial owner of HCWC Common Stock that, for U.S. federal income tax purposes, is or is treated as: (i) an individual who is a citizen or resident of the United States; (ii) a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust that is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) over all of its substantial decisions or has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HCWC U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences of the Reverse Stock Split

In general, the U.S. federal income tax consequences of the Reverse Stock Split will vary among HCWC U.S. Holders depending upon whether they receive solely a reduced number of shares of HCWC Common Stock in exchange for their old shares of HCWC Common Stock or a full share in lieu of fractional shares of HCWC Common Stock. We believe that, because the Reverse Stock Split is not part of a plan to periodically increase a stockholder’s proportionate interest in our assets or earnings and profits, the Reverse Stock Split should have the following U.S. federal income tax effects. The Reverse Stock Split is expected to constitute a “recapitalization” for U.S. federal income tax purposes that is a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code. An HCWC U.S. Holder who receives solely a reduced number of shares of HCWC Common Stock is not expected to recognize gain or loss. In the aggregate, such HCWC U.S. Holder’s tax basis in the reduced number of shares of HCWC Common Stock received pursuant to the Reverse Stock Split should equal the HCWC U.S. Holder’s tax basis in its old shares of HCWC Common Stock and such HCWC U.S. Holder’s holding period in the reduced number of shares of HCWC Common Stock received pursuant to the Reverse Stock Split should include the holding period in the old shares of HCWC Common Stock surrendered. The Treasury Regulations provide detailed rules for allocating the tax basis and the holding period in the old shares of HCWC Common Stock surrendered to the reduced number of shares of HCWC Common Stock received pursuant to the Reverse Stock Split. HCWC U.S. Holders that acquired shares of HCWC Common Stock on different dates and at different prices should consult their own tax advisors regarding the allocation of the tax basis and holding period in such shares of HCWC Common Stock.

An HCWC U.S. Holder who holds a number of shares of HCWC Common Stock not evenly divisible by the Reverse Stock Split ratio will be issued an additional fraction of a share of HCWC Common Stock to round up to the next whole post-Reverse Stock Split share of HCWC Common Stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share are not clear. An HCWC U.S. Holder that receives a full share of HCWC Common Stock in lieu of a fraction of a share of HCWC Common Stock may be treated as though it received a distribution from us to the extent that the value of the full share exceeds the value of the fraction of a share of HCWC Common Stock the HCWC U.S. Holder would have otherwise received. Such distribution would generally be a dividend to the extent of our current or accumulated earnings and profits. Any amount in excess of earnings and profits would generally reduce the HCWC U.S. Holder’s basis in their shares of HCWC Common Stock by the amount of such excess. The portion of the full share of HCWC Common Stock in excess of the fractional share of HCWC Common Stock the HCWC U.S. Holder would have otherwise received will generally have a tax basis equal to the amount recognized as a dividend and the holding period for such share would begin on the date of the deemed distribution. HCWC U.S. Holders are urged to consult their own tax advisors as to the possible tax consequences of receiving an additional fraction of a share of HCWC Common Stock in the Reverse Stock Split.

The Reverse Stock Split Proposal will be approved by HCWC’s stockholders if the affirmative vote of a majority of the votes cast on this proposal are “FOR” this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REVERSE SPLIT PROPOSAL.