ITEM
1.01. Entry into a Material Definitive Agreement
On
April 2, 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 $500,000 of principal of the Notes for 1,136,364 shares of the Company’s Class A common stock at a price per share of
$0.44 (the “ Exchange”), the closing bid price of the Company’s Class A common stock on April 1, 2025. The Notes were
issued pursuant to that Loan and Security Agreement (the “ Credit Agreement”), dated as of July 18, 2024, among the Company
and the lenders named therein. Following the Exchange, $6,508,179 remains unpaid pursuant to the Credit Agreement.
The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement. A form of Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.