Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On August 7, 2026, a holder of a promissory note (the "Note") issued by Healthy Choice Wellness Corp. (the "Company") pursuant to an exchange agreement (an "Exchange Agreement") entered into with such holder, on May 28, 2026, exchanged an aggregate amount of $692,671 of principal of the Note for 2,565,450 shares of the Company's Class A common stock at a price per share of $0.27 (the "Exchange"). The Note was issued pursuant to that Loan and Security Agreement (the "Credit Agreement"), dated as of July 18, 2024, among the Company and certain lenders named therein. Following the Exchange, approximately $2.1 million of principal and interest remains unpaid pursuant to the Credit Agreement. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for the private placement of the above referenced Company Class A common stock, pursuant to Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.