HCWC issues 1,313 preferred shares at $1.38 conversion price, cancels investor participation rights
An 8-K/A amendment filed August 6, 2026 puts Healthy Choice Wellness Corp. (NYSE American: HCWC) in focus: the Hollywood, Florida company is issuing 1,313 shares of Series A Convertible Preferred Stock to four investors in exchange for those investors' waiver of rights to participate in future equity offerings. The 1,313 shares convert into 951,087 Class A common shares at $1.38 per share.
Key takeaways
- Healthy Choice Wellness Corp. (NYSE American: HCWC) is issuing 1,313 shares of Series A Convertible Preferred Stock to four investors in exchange for their waiver of rights to participate in future equity offerings, per an 8-K/A amendment filed August 6, 2026.
- The 1,313 preferred shares convert into 951,087 Class A common shares at $1.38 per share, with no cash consideration in the filing.
- The exchange is unregistered under Section 4(a)(2) of the Securities Act and Regulation D Rule 506(b), making the preferred and underlying common shares restricted securities.
- On July 31, 2026, the company filed a Certificate of Amendment with Delaware increasing the designated Series A Convertible Preferred share count from 5,250 to 7,000 shares to make room for the new shares.
- Cancelling the participation rights removes existing investors' ability to maintain ownership percentages in future rounds, at the cost of 951,087 potential common shares entering the float upon conversion.
An 8-K/A amendment filed August 6, 2026 puts Healthy Choice Wellness Corp. (NYSE American: HCWC) in focus: the Hollywood, Florida company is issuing 1,313 shares of Series A Convertible Preferred Stock to four investors in exchange for those investors' waiver of rights to participate in future equity offerings. The 1,313 shares convert into 951,087 Class A common shares at $1.38 per share.
The deal structure
This filing is Amendment No. 2 to the current report, which tells you the underlying transaction has been revised more than once. The operative document is the First Amendment to the Amended and Restated Securities Purchase Agreement, signed May 27, 2026, itself amending original agreements from May 12, 2025 and November 11, 2025. No cash consideration appears in the filing. Four unnamed investors receive Series A Convertible Preferred Stock; in return, they surrender their right to join future equity raises.
That trade-off matters at the margin. Participation rights give existing investors the ability to maintain their ownership percentage in subsequent rounds, constraining how freely the company can negotiate terms with new capital. Cancelling those rights now, via an unregistered exchange under Section 4(a)(2) of the Securities Act and Regulation D Rule 506(b), removes that constraint. The cost is 951,087 potential common shares entering the float when and if holders convert.
Preferred stock designation
On July 31, 2026, Healthy Choice Wellness filed a Certificate of Amendment with the Delaware Secretary of State. The filing increased the designated share count for Series A Convertible Preferred Stock from 5,250 to 7,000 shares, creating room for the 1,313 new shares inside the updated authorization. The company is an emerging growth company as defined under the Securities Act of 1933.
The preferred shares and the common shares they can become are restricted securities. Resale requires registration or an available exemption.
What to watch
The definitive SPA Amendment is filed as Exhibit 10.1; the Certificate of Amendment is Exhibit 3.1. Any conversion from preferred to the 951,087 common shares will show in subsequent SEC filings and set the actual dilution timeline. Chief executive officer Jeffrey E. Holman signed the August 6 document.
Related reading
- Custom Health (TSX:CHLT) to acquire spencer device maker Spencer Health Solutions in a deal worth up to US$25 million
- Lisata Therapeutics (LSTA) files Delaware suit against Kuva Labs, cuts 72% of staff after merger termination
- WHWK Q2 2026: $190M cash balance extends runway to 2H 2028, HWK-206 Phase 1 initiation the next milestone
Filed by the newsroom of MarketPR on August 7, 2026. Source: sec.gov. Indicative figures are not investment advice.