Current Report · Items 3.03, 5.03, 9.01 · 8-K
Host Digital Inc.
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item Material 3.03 Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Filed Aug 31, 2026Accepted Aug 31, 2026, 5:25 PM EDTCIK 1948864Accession 0001493152-26-040875
Company context
Current securities
Historical securities (1)
Registered securities in this filing
HEALTHY CHOICE WELLNESS CORP. · 8-K · Filed 2026-08-31
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
- Exchange
- NYSEAMER
- Classification
- COMMON
- Status
- Historical · closed Sep 17, 2026
Filing context
Context: AsOf2026-08-27
Dimensions: Not supplied
Accession 000149315226040875 · 1 registered-security cover member
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Items 3.03, 5.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.03Item 3.03 - Material Modification to Rights
Item Material
3.03 Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments
5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously announced, on August 27, 2026, following the special meeting of stockholders of Healthy Choice Wellness Corp., a Delaware
corporation (the “Company”), held on August 27, 2026 (the “Special Meeting”), the Company’s board of directors
(the “Board”) approved a one-for-thirty-five reverse stock split (the “Reverse Stock Split”) of the Company’s
Class A common stock, par value $0.001 per share (the “Common Stock”). Following Board approval and announcement of the Reverse
Stock Split, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate
of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to, among other things, (i) effect
the Reverse Stock Split, (ii) increase the total number of shares of capital stock that the Company is authorized to issue, and (iii)
permit stockholders of the Company to act by written consent in lieu of a meeting, with the Amendment becoming effective as of 11:59
p.m. Eastern Time on August 28, 2026 (the “Effective Time”).
The
Amendment amended Article IV of the Charter to effect the Reverse Stock Split. At
the Effective Time, every thirty-five (35) shares of Common Stock issued and outstanding immediately prior to the Effective Time were
automatically converted into one share of Common Stock, without any change in the par value per share of the Common Stock. No fractional
shares were issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise have been entitled to receive
a fractional share of Common Stock as a result of the Reverse Stock Split instead had that fractional interest rounded up to the next
whole share of Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders received cash in lieu
of fractional shares.
The
Common Stock began trading on a split-adjusted basis under the new CUSIP number 42227T303 on the NYSE American at market open on August
31, 2026.
The
Amendment further amended
Article IV of the Charter to increase the total number of shares of capital stock that the Company is authorized to issue from 600,000,000
shares to 2,000,000,000 shares, consisting of (i) 1,960,000,000 shares of common stock, par value $0.001 per share, including 1,900,000,000
shares of Class A common stock and 60,000,000 shares of Class B common stock, and (ii) 40,000,000 shares of preferred stock, par value
$0.001 per share, including 13,250 shares designated as Series A Convertible Preferred Stock. This increase in authorized capital stock
was approved by the Company’s stockholders at the Special Meeting.
The
Amendment also amended
Article VII of the Charter to, among other things, permit stockholders of the Company to take any action required or permitted to be
taken at an annual or special meeting of stockholders without a meeting, without prior notice and without a vote, by written consent
in accordance with Section 228 of the General Corporation Law of the State of Delaware. This change was approved by the Company’s
stockholders at the Special Meeting.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.