{"url_path":"/sec/hcwc/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1948864/0001493152-26-023896-index.html","accession_number":"0001493152-26-023896","cik":"0001948864","ticker":"HCWC","issuer_name":"HEALTHY CHOICE WELLNESS CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1948864/0001493152-26-023896-index.html","primary_entity_key":"0001948864","primary_entity_name":"HEALTHY CHOICE WELLNESS CORP."},"word_count":372,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**\n\n \n\nFor\nthe three months ended March 31, 2026, the Company issued 2,835,075 shares of Class A common stock to the Holders in exchange for approximately\n$0.8 million of indebtedness pursuant to the Notes. The Company claimed an exemption from the registration requirements of the Securities\nAct of 1933, as amended (the “Securities Act”), for the private placement of the above referenced Company Class A common\nstock, pursuant to Section 3(a)(9) of the Securities Act and/or Regulation D promulgated thereunder as involving an exchange by the Company\nexclusively with its security holders. No commission or other remuneration was paid or given for soliciting the exchange transactions.\nOther exemptions may apply.\n\n \n\nOn\nJune 20, 2025, the Company entered into an Amended and Restated Securities Purchase Agreement (the “SPA”), pursuant to which\nthe Company sold 3,250 shares of its Series A Convertible Preferred Stock (the “HCWC Preferred Stock”) to three investors\n(the “Purchasers”) for an aggregate subscription price of $3,250,000 (the “Offering”). The HCWC Preferred Stock\nis currently convertible into 2,339,252 shares of Class A common stock at a conversion price of $1.38 per share. The Offering was completed\non June 26, 2025. The SPA amended and restated the Securities Purchase Agreement entered into between HCWC and the Purchasers on May\n12, 2025. On November 11, 2025, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell\n2,000 shares of the HCWC Preferred Stock to investors for an aggregate subscription price of $2,000,000. The HCWC Preferred Stock is\ncurrently convertible into 1,449,275 shares of the Company’s Class A Common Stock at a conversion price of $1.38 per share. The\nissuances of the HCWC Preferred Stock and the shares of Class A common stock issuable upon conversion thereof were exempt from registration\npursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated\nby the Commission. The shares of HCWC Preferred Stock and the shares of Class A common stock into which they may be converted constitute\nrestricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom."}