Material Agreement (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

On July 15, 2025, Healthy Choice Wellness Corp. (the "Company") entered into an agreement (an "Exchange Agreement") with certain holders (the "Holders") of the Company's indebtedness (the "Notes") to exchange in an aggregate amount of $1,000,000 of principal of the Notes for 2,500,000 shares of the Company's Class A common stock at a price per share of $0.40 (the "Exchange"), the closing bid price of the Company's Class A common stock on July 14, 2025. The Notes were issued pursuant to that Loan and Security Agreement (the "Credit Agreement"), dated as of July 18, 2024, among the Company and the lenders named therein. Following the Exchange, $5,375,000 remains unpaid pursuant to the Credit Agreement.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A form of Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 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 and/or Regulation D promulgated thereunder as involving an exchange by the Company exclusively with its security holders. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.