Material Agreement (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

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"). All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. Host Digital is a pure-play vertically-integrated digital infrastructure platform, serving as developer, owner and operator of institutional quality data centers in the United States, focused on supporting artificial intelligence and high-performance computing workloads.

The Merger

Subject to the terms and conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, at the effective time of the Merger (the "Effective Time"), all of the Common Units and Preferred Units of Host Digital (collectively, the "Host Digital Units"), in each case as defined in that certain Amended and Restated Limited Liability Company Agreement of Host Digital, dated as of February 13, 2026 (the "Host Digital Operating Agreement"), outstanding immediately prior to the Effective Time will be converted into the right to receive shares of Class A common stock, par value $0.001 per share, of HCWC ("HCWC Common Stock"), or pre-funded warrants ("Pre-Funded Warrants") to purchase HCWC Common Stock at an exercise price of $0.0001 per share, in lieu of such HCWC Common Stock, in each case as determined in accordance with the terms of the Merger Agreement (collectively, the "Merger Consideration").

Merger Consideration

At the Effective Time, without any further action by HCWC, Merger Sub, Host Digital, any member of Host Digital or any stockholder of HCWC, all Host Digital Units outstanding immediately prior to the Effective Time will automatically be converted into the right to receive the Merger Consideration. The Merger Consideration will consist of either: (a) a number of shares of HCWC Common Stock determined in accordance with the Exchange Ratio; or (b) a number of Pre-Funded Warrants in lieu of such HCWC Common Stock. All shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for 100% of the membership interests of the Surviving Entity. The total Merger Consideration will be determined using the Exchange Ratio as set forth in the Merger Agreement. The Exchange Ratio is equal to the quotient obtained by dividing the Base Stock Consideration by 2,000, representing the total number of Host Digital Units outstanding as of immediately prior to the Effective Time. The Base Stock Consideration is the number of shares of HCWC Common Stock equal to the quotient obtained by dividing the Base Price by the Applicable Share Price. The Merger Agreement defines the Base Price as $425,000,000 and the Applicable Share Price as $0.27 per share of HCWC Common Stock. Upon closing of the Merger, the holders of Host Digital Units will own approximately 96% of the outstanding HCWC Common Stock.

Certain Governance Matters

Following the Merger, HCWC will change its name to a name selected by Host Digital, in its sole discretion, and HCWC's board of directors (the "HCWC Board") will thereafter be comprised of: Robert Byrne, Omar Hussein, Guhan Kandasamy, Shawn Matthews, and Alexander Monje. Harmol Samra shall be appointed as Chief Executive Officer and John Ollet will continue to serve as Chief Financial Officer of the combined company.