ITEM
1.01. 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 of the HCWC. The Shares will
be convertible into 951,087 shares of the Company’s Class A Common Stock at a conversion price of $1.38 per share. The SPA
Amendment amends the Securities Purchase Agreements originally entered into between HCWC and the Purchasers on May 12, 2025 and November
11, 2025.
The
foregoing description of the SPA Amendment is a summary and is qualified in its entirety by reference to the provisions thereof, a copy
of which is attached to this Current Report as Exhibit 10.1, which is incorporated by reference herein.
HEALTHY CHOICE WELLNESS CORP. — 8-K Filing | LevelFields AI