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Current Report · Items 5.07, 8.01, 9.01 · 8-K

Host Digital Inc.

Submission of Matters to a Vote of Security Holders · Other Events

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.…

Filed Aug 27, 2026Accepted Aug 27, 2026, 5:28 PM EDTCIK 1948864Accession 0001493152-26-040455
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Company context

Current securities

Historical securities (1)

Recent company filings

  1. Regulation FD Disclosure · Other EventsOct 20, 2026
  2. Regulation FD DisclosureOct 19, 2026
  3. S-3 filingOct 19, 2026
  4. Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 7, 2026
  5. 4 filingOct 5, 2026

Registered securities in this filing

HEALTHY CHOICE WELLNESS CORP. · 8-K · Filed 2026-08-27

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A common stock

Symbol
HCWC
Exchange
NYSEAMER
Classification
COMMON
Status
Historical · closed Sep 17, 2026
Filing context

Context: AsOf2026-08-27

Dimensions: Not supplied

Accession 000149315226040455 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

EX-99.1 2 ex99-1.htm EX-99.1 Exhibit 99.1 Healthy Choice Wellness Corp. Announces 1-for-35 Reverse Stock Split HOLLYWOOD, FL, August 27, 2026 -- Healthy Choice Wellness Corp. (NYSE American: HCWC) (the “Company”), a holding company focused on the natural and organic grocery sector, today announced that its Board of Directors (the “Board”) has approved a one-for-thirty-five (1:35) reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), that is expected to become effective on August 28, 2026 at 11:59 p.m., Eastern Time (the “Effective Time”). The Common Stock will continue to trade on the NYSE American under the symbol “HCWC” and is expected to begin trading on a split-adjusted basis upon market open on Monday, August 31, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 42227T303. The Reverse Stock Split was approved by the Company’s stockholders at a special meeting of stockholders held on August 27, 2026, where stockholders approved, among other things, an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) a…

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