Healthy Choice Wellness Completes Merger, Becomes Host Digital Inc.

What happened

Healthy Choice Wellness Corp., a Delaware company whose Class A common stock trades on the NYSE American, closed a merger on September 17, 2026 with Host Digital Infrastructure LLC, according to an 8-K filed that day. The company is now named Host Digital Inc. Its stock price closed at $11.33 on the event date, down 19.93% from the prior close of $14.15, according to the price data.

Under the merger, a wholly owned subsidiary of the parent merged into Host Digital Infrastructure, with Host DI surviving as a wholly owned subsidiary. All of Host DI's outstanding common and preferred units were converted into the right to receive shares of parent Class A common stock, or pre-funded warrants to buy those shares at $0.001 each.

The parent issued 25,085,454 shares of common stock and pre-funded warrants covering 19,888,093 more shares to former Host DI unit holders. Immediately after the deal closed, those former Host DI members owned about 96.4% of the company's issued and outstanding common stock. The share issuance was a private placement exempt from registration under Section 4(a)(2) and Regulation D, the filing says.

Effective September 18, 2026, the stock trades on the NYSE American under the ticker symbol "HOST." The filing lists Class A common stock under that symbol. The data provider's ticker for the event, HCWC, is a legacy symbol on a company that changed its name and ticker.

The board, the accountants and the new agreements

The filing discloses a broad set of related changes. Three directors — Gary Bodzin, Behnam Myers and Michael Lerman — resigned from the board and its committees on closing; the filing says the resignations were not the result of any disagreements with the company about its operations, policies or practices. The board was reconstituted with Robert Byrne, Omar Hussein, Guhan Kandasamy and Shawn Matthews, with Matthews as chairperson. The board determined that Byrne, Hussein and Kandasamy qualify as independent under NYSE American listing rules.

The company dismissed UHY LLP as its independent registered public accounting firm and engaged Carr, Riggs & Ingram, L.L.C. for the fiscal year ending December 31, 2026. UHY had audited the company since 2024. Its report on the 2025 financial statements contained no adverse opinion or disclaimer and was not qualified, except for an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. The filing reports no disagreements with UHY on accounting principles or practices, financial statement disclosure, or auditing scope or procedure during fiscal 2025 or the interim period through September 17, 2026.

The accountant change is tied to how the deal is accounted for. For accounting purposes the merger is treated as a reverse acquisition, with Host DI as the accounting acquirer, so Host DI's historical financial statements — audited by Carr, Riggs & Ingram — become the company's historical financial statements. The filing says a change in accountants is deemed to have occurred in a reverse acquisition unless the same firm audited the pre-transaction statements of both the legal acquirer and the accounting acquirer.

The company also signed registration rights agreements covering resale of the shares issued in the deal, and agreed to file a shelf registration statement for those shares within 30 days of closing, under Rule 415 of the Securities Act. It entered indemnification agreements with its directors and executive officers. And it entered a Preferential Rights Agreement with Host Infrastructure Holdings LLC, an entity controlled by the founders of Host DI, giving the company a right of first offer on project site acquisition subsidiaries the sponsor markets, and a right of first refusal on unsolicited third-party offers, exercisable within 30 days and five days respectively. That agreement expires on its second anniversary and is described in the filing as a related-person transaction because the sponsor is controlled by, among others, chief executive officer Harmol Samra and Hans Thomas, an owner of a substantial number of the company's shares.

The filing also attaches Management's Discussion and Analysis of the financial condition and results of operations of Host DI as Exhibit 99.1, incorporated by reference.

What this means

A Form 8-K is the current-report form public companies file to disclose material events outside the regular quarterly and annual reporting cycle. It is organized into numbered items, and the filing lists ten of them here — 1.01 for a material agreement, 2.01 for a completed acquisition or disposition, 2.02 for results of operations, 3.02 for unregistered equity sales, 3.03 for a change in security holders' rights, 4.01 for an accountant change, 5.01 for a change in control, 5.02 for director or officer changes, 5.03 for charter or bylaw amendments, and 9.01 for exhibits. The breadth of items reflects that a single closing event triggered multiple disclosure obligations at once.

The mechanics of the transaction are a reverse acquisition. In this structure the public company survives as a legal shell while the private company it bought becomes the accounting acquirer: the private company's owners end up holding most of the stock and its financial statements become the reporting company's financial statements. The 96.4% ownership held by the former Host DI members is the clearest marker of that. The name change, the ticker change to "HOST," the board replacement and the auditor swap all follow from the same event — the surviving business is Host DI's, not the grocery business that traded under the old symbol. The filing does not state a price or valuation for the merger.

The pre-funded warrants are worth explaining. A warrant gives the holder the right, not the obligation, to buy a share at a set price before a set date. At $0.001 per share, the exercise price in this deal is effectively nothing, so the pre-funded warrants are a mechanism for delivering shares without requiring the holder to pay, typically used to work around ownership limits or to let holders who would otherwise hit a cap on share ownership take their consideration in a near-free option. They are counted separately from the 25,085,454 shares issued outright.

The going-concern reference in UHY's 2025 audit report is a specific accounting phrase, not a general judgment. An auditor adds such a paragraph when the audited statements themselves indicate substantial doubt about whether the company can meet its obligations for at least twelve months. The filing states the report was not qualified or modified on any other ground and that the company and UHY had no disagreements.

The Preferential Rights Agreement gives the company the chance to look first at project sites the sponsor decides to sell — a right of first offer if the sponsor proactively markets a site, and a right of first refusal to match an unsolicited third-party bid. The sponsor has no obligation to bring any sites to market. The filing calls this a related-person transaction because the same people, including the CEO, control both sides.

The filing does not say what usually happens next beyond specific commitments: the shelf registration statement is due within 30 days of closing, and the ticker change takes effect September 18. The filing gives no reason for the trading-day price decline, and this report does not attribute one.