HEALTHY CHOICE WELLNESS CORP.

Healthy Choice Wellness Corp. (HCWC) entered into an Exchange Agreement to convert $1,431,000 of its outstanding indebtedness into 5,315,450 shares of Class A common stock. The exchange was executed at a price of $0.27 per share. Following this transaction, the company still has approximately $2,100,000 in principal remaining under its Credit Agreement. The agreement includes beneficial ownership limitations, restricting holders from acquiring shares that would exceed 9.9% of the company's outstanding common stock.

Healthy Choice Wellness Corp. (HCWC) has entered into a Merger Agreement with Host Digital Infrastructure LLC, a vertically-integrated digital infrastructure platform specializing in AI and high-performance computing data centers. Upon completion, Host Digital will become a wholly-owned subsidiary of HCWC, and current Host Digital unit holders will own approximately 96% of the combined company's outstanding common stock. The merger consideration is determined by a Base Price of $425 million and an Applicable Share Price of $0.27 per HCWC share. Post-merger, HCWC will change its name, appoint a new board of directors, and Harmol Samra will serve as CEO, with John Ollet continuing as CFO.

Healthy Choice Wellness Corp. reported a significant net loss of $3.68 million for Q1 2026, a substantial increase from $0.71 million in Q1 2025, alongside a 9.9% decrease in net sales to $18.25 million. The company also disclosed a negative working capital of $4.1 million and substantial doubt about its ability to continue as a going concern. Management is implementing cost-saving measures and has secured $8.0 million in committed financing to address these challenges.