Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Matters to a Vote of Security Holders.
At
a special meeting of stockholders held on August 27, 2026 (the “ Special Meeting ”), the stockholders of Healthy Choice
Wellness Corp., a Delaware corporation (“ HCWC ”) voted to approve the proposals as set forth below. The proposals are
described in detail in HCWC’s definitive proxy statement filed with the Securities and Exchange Commission (the “ SEC ”)
on August 6, 2026 (the “ Proxy Statement ”). The voting results regarding each proposal, as determined by HCWC’s
Inspector of Election, are set forth below.
As
of the close of business on August 6, 2026, the record date of the Special Meeting (the “ Record Date ”), there were
29,892,378 shares of HCWC’s Class A common stock, par value $0.001 per share (“ HCWC Common Stock ”), issued and
outstanding and entitled to one vote per share on each proposal. As of the Record Date, there were 6,563 shares of Series A Convertible
Preferred Stock of HCWC (“ Series A Preferred Stock ”) issued and outstanding and entitled to 725 votes per share
on each proposal. At the Special Meeting, an aggregate of 24,230,128 votes, representing approximately 69.92% of the total voting power
of HCWC’s outstanding capital stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting
a quorum to conduct business.
Proposal
No. 1: To approve, including for purposes of complying with New York Stock Exchange American Rule 713, the issuance of shares of
HCWC Common Stock pursuant to the 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
Infrastructure LLC, a Delaware limited liability company (“ Host Digital ”)(including shares issuable upon exercise
of any pre-funded warrants to purchase HCWC Common Stock at an exercise price of $0.0001 per share issued as Merger Consideration (as
defined in the Merger Agreement)) (the “ Stock Issuance Proposal ”).
The
Stock Issuance Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions Broker
For Against Non-Votes
───────────────────────────────────────────────────────────
19,801,784 647,352 44,185 3,736,807
Proposal
No. 2: To approve an amendment to HCWC’s certificate of incorporation to authorize 2,000,000,000 shares of HCWC
Common Stock (the “ Authorized Shares Proposal ”).
The
Authorized Shares Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions Broker
For Against Non-Votes
───────────────────────────────────────────────────────────
19,700,927 762,393 30,001 3,736,807
Proposal
No 3 : To approve an amendment to HCWC’s certificate of incorporation to change HCWC’s name to a name selected by Host
Digital, in its sole discretion (the “ Name Change Proposal ”).
The
Name Change Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions
For Against
──────────────────────────────────────────────
23,052,754 1,085,507 91,867
Proposal
No. 4: To approve an amendment to HCWC’s certificate of incorporation to permit stockholders to act by written consent in lieu
of a meeting (the “ Written Consent Proposal ”).
The
Written Consent Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions Broker
For Against Non-Votes
───────────────────────────────────────────────────────────
19,573,521 879,016 40,784 3,736,807
Proposal
No. 5 : To approve an amendment to HCWC’s certificate of incorporation to effect a reverse stock split of HCWC Common Stock
at a ratio of up to and including 1-for-100, with such ratio to be determined in the discretion of the Board of Directors of HCWC (the
“ Board ”) and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board
in its sole discretion (the “ Reverse Split Proposal ”).
The
Reverse Split Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions
For Against
────────────────────────────────────────────
19,618,508 834,344 40,469
Proposal
No. 6: To ratify the appointment of UHY LLP as HCWC’s independent registered public accounting firm for the year ending December
31, 2026 (the “ Auditor Proposal ”).
The
Auditor Proposal was approved by the requisite vote of HCWC stockholders.
Votes Votes Abstentions
For Against
────────────────────────────────────────────
23,615,456 510,111 104,561
Adjournment
of the Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes at the time of the Special
Meeting to approve the Stock Issuance Proposal, the Authorized Shares Proposal, the Name Change Proposal, the Written Consent Proposal,
the Reverse Split Proposal and the Auditor Proposal.
Pursuant
to the terms of the Merger Agreement, the completion of the proposed transactions remains subject to certain customary closing conditions.
Assuming timely satisfaction of the remaining customary closing conditions set forth in the Merger Agreement, the closing of the Merger
(as defined below) is expected to occur in the third quarter of 2026.
Item 8.01Item 8.01 - Other Events
Item Other
8.01 Events.
As
disclosed under Item 5.07 of this Current Report, at the Special Meeting, HCWC’s stockholders approved (i) an amendment
to HCWC’s Second Amended and Restated Certificate of Incorporation (“ Certificate of Incorporation ”) to
effect a reverse stock split of the HCWC Common Stock at a ratio of up to and including 1-for-100 (the “ Reverse Stock Split ”),
with such ratio to be determined in the discretion of the Board and with such Reverse Stock Split to be effected at such time and date,
if at all, as determined by the Board in its sole discretion, (ii) an amendment to HCWC’s Certificate of Incorporation to
authorize 2,000,000,000 shares of HCWC Common Stock, and (iii) an amendment to HCWC’s Certificate of Incorporation to permit
stockholders of HCWC to act by written consent in lieu of a meeting.
On
August 27, 2026, the Board approved the Reverse Stock Split at a ratio of one-for-thirty-five (1:35) of the HCWC Common Stock.
The Reverse Stock Split is expected to become effective on August 28, 2026 as of 11:59 p.m., Eastern Time (the “ Effective Time ”),
with shares to begin trading on a split-adjusted basis on the New York Stock Exchange American (“ NYSE American ”) at
market open on August 31, 2026. In connection with the Reverse Stock Split, every thirty-five (35) shares of HCWC Common Stock
issued and outstanding as of the Effective Time will be automatically converted into one share of HCWC Common Stock. No fractional shares
will be issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional
share of HCWC Common Stock as a result of the Reverse Stock Split will instead have that fractional interest rounded up to the next whole
share of HCWC Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders will receive cash in
lieu of fractional shares.
The
Reverse Stock Split will reduce the number of shares of HCWC Common Stock issued and outstanding but will not itself change the number
of authorized shares of HCWC Common Stock or the par value per share of the 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 results in any stockholder owning a fractional share that is rounded up in connection with
the Reverse Stock Split.
In
addition, when the Reverse Stock Split becomes effective, the HCWC Common Stock will continue to be listed on the NYSE American under
the symbol ‘HCWC’, but will be assigned a new CUSIP number (42227T303).
On
August 27, 2026, HCWC issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith
as Exhibit 99.1 and is incorporated by reference into this Item 8.01.