Entry into a Material Definitive Agreement. On September 17, 2026, Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as representative of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 2,187,500 shares (the “Shares”) of the Company’s Class A common stock, par value…

Material Modification to Rights of Security Holders. The information set forth in Items 1.01, 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

and has requested that UHY furnish Parent with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether UHY agrees with the statements made by Parent herein and, if not, stating the respects in which it does not agree. A copy of UHY’s letter is attached hereto as Exhibit 16.1 and incorporated herein by reference. Engagement of Carr, Riggs & Ingram, L.L.C. For accounting purposes, the Merger is treated as a reverse acquisition, with Host DI as the accounting acq…

Entry into a Material Definitive Agreement. Merger Closing Registration Rights Agreement In connection with the consummation of the Merger (the “Closing”), Parent entered into registration rights agreements, each dated September 17, 2026 (the “Registration Rights Agreements”), each by and among the Parent and certain stockholders of Parent party thereto (collectively, the “Holders”), pursuant to which, among other things, Parent has agreed to register for resale certain shares of Parent Commo…

Unregistered Sales of Equity Securities. The information set forth in

Results of Operations and Financial Condition. Management’s Discussion and Analysis of Financial Condition and Results of Operation of Host DI is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Director: The filing discloses the resignation of three directors and the appointment of new ones as a direct consequence of a merger agreement, which is a standard corporate governance transition rather than a sudden executive loss.

Changes in Control of Registrant. The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. Pursuant to the Merger Agreement and on the terms and conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Parent. In connection with the Merger, all of the Host DI Units outstanding immediately prior to the Effective Time, were converted into the right to receive shares of Parent Common Stock or Pre-Funded Warrants. At the Effective Time, Parent issued 2…

Material Modification to Rights of Security Holders. The information set forth in

Other Events. On August 26, 2026, Healthy Choice Wellness Corp., a Delaware corporation (the “ Company ”), filed a new prospectus supplement (the “ Prospectus Supplement ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) with respect to the offer and sale of shares of its Class A common stock, par value $0.001 per share (the “ Shares ”), with an aggregate offering price of up to $2,625,000 (the “ Offering ”), establishing an at-the-market equity issuance program. On August 26,…

Unregistered Sales of Equity Securities . On August 7, 2026, a holder of a promissory note (the “Note”) issued by Healthy Choice Wellness Corp. (the “ Company ”) pursuant to an exchange agreement (an “Exchange Agreement”) entered into with such holder, on May 28, 2026, exchanged an aggregate amount of $692,671 of principal of the Note for 2,565,450 shares of the Company’s Class A common stock at a price per share of $0.27 (the “Exchange”). The Note was issued pursuant to that Loan and Securit…

Other Events. As previously announced, on May 27, 2026, Healthy Choice Wellness Corp., a Delaware corporation (“ HCWC ”), entered into an Agreement and Plan of Merger by and among HCWC, Healthy Choice Wellness II Corp. (“ Merger Sub ”), its wholly owned subsidiary, and Host Digital Infrastructure LLC (“ Host Digital ”), providing for the merger of Merger Sub with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “ Merger ”). In connection with the Me…

MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. See

Unregistered Sales of Equity Securities. The disclosure in

Entry into a Material Definitive Agreement Healthy Choice Wellness Corp. (the “Company” or “HCWC”) entered into the First Amendment to the Amended and Restated Securities Purchase Agreement (the “SPA Amendment”), pursuant to which the Company will issue 1,313 shares (the ‘Shares”) of its Series A Convertible Preferred Stock (the “HCWC Preferred Stock”) to four investors (the “Purchasers”) in exchange for the waiver by the Purchasers of certain rights to participate in future equity offerings…

Entry into a Material Definitive Agreement On May 28, 2026, 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 $1,431,000 of principal of the Notes for 5,315,450 shares of the Company’s Class A common stock (the “Common Stock”) at a price per share of $0.27 (the “Exchange”). The Notes were issued pursuant to that Loan and Securit…

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 merg…

Unregistered Sales of Equity Securities. The disclosure in

Entry into a Material Definitive Agreement On February 10, 2026, 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 (the “Exchange”) the outstanding principal of the Notes for up to 4,000,000 shares of the Company’s Class A common stock at a price per share equal to the then-current market price of the Company’s Class A common stock on the date the Exchan…

Unregistered Sales of Equity Securities. The disclosure in

Entry into a Material Definitive Agreement On November 11, 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 2,000 shares (the ‘Shares”) of its Series A Convertible Preferred Stock (the “HCWC Preferred Stock”) to investors (the “Purchasers”) for an aggregate subscription price of $2,000,000 (the “Offering”), subject to certain conditions. The HCWC Preferred Stock is currently con…

MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. See

Entry into a Material Definitive Agreement On October 24, 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 an aggregate amount of $2,000,000 of principal of the Notes (the “Principal”) for shares of the Company’s Class A common stock (the “Exchange”). The Exchange will occur on a date mutually agreed by the Company and the Holders. The Principal w…

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, 202…