Material Agreement (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

On November 11, 2025, Healthy Choice Wellness Corp. (the "Company" or "HCWC") entered into a Securities Purchase Agreement (the "SPA"), pursuant to which the Company agreed to sell 2,000 shares (the 'Shares") of its Series A Convertible Preferred Stock (the "HCWC Preferred Stock") to investors (the "Purchasers") for an aggregate subscription price of $2,000,000 (the "Offering"), subject to certain conditions. The HCWC Preferred Stock is currently convertible into 1,449,275 shares of the Company's Class A Common Stock at a conversion price of $1.38 per share, with such conversion price subject to adjustment as described below and as set forth in the Certificate of Designation (as defined below).

The proceeds the Company receives in the Offering will be used for general working capital purposes and potential acquisitions. The Company has agreed to register the shares of HCWC Class A Common Stock issuable upon conversion of the Shares.

The transactions contemplated by the SPA were consummated on November 13, 2025.

The foregoing description of the Securities Purchase Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached to this Current Report as Exhibit 10.1, which is incorporated by reference herein.