HCWC Healthy Choice Wellness Corp. - 8-K

ITEM
1.01. Entry into a Material Definitive Agreement

On
May 28, 2026, Healthy Choice Wellness Corp. (the “Company”) entered into an agreement (an “Exchange Agreement”)
with certain holders (the “Holders”) of the Company’s indebtedness (the “Notes”) to exchange in an aggregate
amount of $1,431,000 of principal of the Notes for 5,315,450 shares of the Company’s Class A common stock (the “Common Stock”)
at a price per share of $0.27 (the “Exchange”). The Notes were issued pursuant to that Loan and Security Agreement (the “Credit
Agreement”), dated as of July 18, 2024, among the Company and the lenders named therein. Following completion of the Exchange,
approximately $2,100,000 will remain unpaid pursuant to the Credit Agreement.

The
Holders are not entitled to receive shares of the Common Stock upon conversion of any Notes to the extent to which the aggregate number
of shares of common stock that may be acquired by such beneficial owner upon exchange of Notes, when added to the aggregate number of
shares of common stock deemed beneficially owned, directly or indirectly, by such beneficial owner and each person subject to aggregation
of Common Stock with such beneficial owner under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules promulgated thereunder at such time (other than by virtue of the ownership of securities or rights to acquire
securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise or purchase similar
to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed
9.9% of the total issued and outstanding shares of Common Stock.

The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement. The Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit Number

Description

10.1

Exchange
Agreement, dated as of May 28, 2026, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein

104

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