Healthy Choice Wellness Corp. Merger Agreement with Host Digital Infrastructure LLC

On May 27, 2026, Healthy Choice Wellness Corp. (HCWC) entered into a definitive merger agreement with Host Digital Infrastructure LLC, a digital infrastructure platform focused on AI and high-performance computing data centers. Under the agreement, HCWC's wholly-owned subsidiary will merge with Host Digital, with Host Digital becoming a wholly-owned subsidiary of HCWC. The merger consideration consists of HCWC common stock and pre-funded warrants valued at approximately $425 million based on an exchange ratio. Post-merger, Host Digital unit holders will own approximately 96% of HCWC's outstanding common stock. The company will change its name to one selected by Host Digital, and the board will be reconstituted with five new directors. The transaction includes customary conditions including stockholder approval, regulatory clearances, and NYSE American listing maintenance. Concurrent agreements include director/officer support agreements and lock-up arrangements restricting stock sales for six months post-closing. The merger is expected to close by August 25, 2026, with possible extension to October 24, 2026 under certain circumstances.