ITEM
1.01. Entry into a Material Definitive Agreement
On
April 30, 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 $362,727 of principal of the Notes for 863,636 shares of the Company’s Class A common stock at a price per share of $0.42
(the “ Exchange”), the closing bid price of the Company’s Class A common stock on April 29, 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, $6,145,452 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.