HCWC to acquire Host Digital Infrastructure in $425M stock deal; Host Digital holders will own ~96%

HEALTHY CHOICE WELLNESS CORP.

Transaction valued at $425M based on Base Price; exchange ratio determined by dividing Base Price by $0.27 HCWC share price.
Host Digital unit holders will receive ~96% of HCWC common stock post-closing; HCWC will change name as chosen by Host Digital.
New board: Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, Alexander Monje; Harmol Samra named CEO, John Ollet remains CFO.
Conditions include HCWC stockholder vote, NYSE American listing, tax opinions, and no material adverse effect; end date August 25, 2026 with possible 60-day extension.
Insiders holding ~24.45% of HCWC stock entered a support agreement to vote in favor; lock-up agreements for directors and officers.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

HEALTHY CHOICE WELLNESS CORP. entered into Agreement and Plan of Merger with Host Digital Infrastructure LLC valued at Base Price: $425,000,000; Applicable Share Price: $0.27 per share; Host Digital Units converted into (effective 2026-05-27).

Action: entry
Agreement: merger
Counterparty: Host Digital Infrastructure LLC
Value: Base Price: $425,000,000; Applicable Share Price: $0.27 per share; Host Digital Units converted into
Effective: 2026-05-27

Exact text from the filing

On May 27, 2026, Healthy Choice Wellness Corp. (“ HCWC ”) entered into an 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 ”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Host Digital (the “ Merger ”), with Host Digital surviving the Merger as a wholly owned subsidiary of HCWC (the “ Surviving Entity ”).

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Source: SEC EDGAR

accession 0001493152-26-026419

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