Material Agreement, Corporate Action (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

On May 12, 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 3,250 shares (the 'Shares") of its Series A Convertible Preferred Stock (the "HCWC Preferred Stock") to two investors (the "Purchasers") for an aggregate subscription price of $3,250,000 (the "Offering"), subject to certain conditions. The HCWC Preferred Stock is currently convertible into 2,339,252 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).

Upon completion of the Offering, the proceeds the Company receives in the Offering will be used for general working capital purposes and potential acquisitions.

The Purchasers and the Company will enter into a Share Escrow Agreement pursuant to the SPA. The Shares will be held in escrow until the closing price of the HCWC Class A common stock on the NYSE American exchange is at or above $1.50 per share for five consecutive trading days (the "Price Target"). Upon achieving the Price Target, the Purchasers will be required to pay the remaining purchase price and the Shares will be released from escrow to the Purchasers. Upon closing of the SPA, the Purchasers will initially pay an amount equal to the par value of the Shares being acquired.

The Company has agreed to register the shares of HCWC Class A Common Stock issuable upon conversion of the Shares.

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.

ITEM 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The issuances of the Shares and the shares of HCWC Class A Common Stock issuable upon conversion thereof were exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission. The shares of HCWC Preferred Stock and the shares of HCWC Class A Common Stock into which they may be converted constitute restricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

See Item 5.03 herein for a discussion of the terms of the HCWC Preferred Stock.