ITEM
1.01. 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, 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, $5,375,000 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.