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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company identified the following subsequent events that required disclosure in the condensed consolidated financial statements. On July 15, 2025, 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. On July 2, 2025, the Company filed a registration statement on Form S-1 (File No.: 333-288471) with the Securities and Exchange Commission to register the resale of the 2,355,072 shares of Class A common stock issuable upon conversion of the HCWC Preferred Stock by the selling stockholders. HCWC Preferred Stock offering was closed on June 26, 2025. This registration statement on Form S-1 was declared effective on July 23, 2025. On July 22, 2025 the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission for the purpose of registering an aggregate of 2,626,968 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) of Healthy Choice Wellness Corp., which have been authorized and reserved for issuance under the Healthy Choice Wellness Corp. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of equity-based awards in the form of incentive stock options, stock appreciation rights, restricted stock awards and other forms of awards to directors, employees and consultants of the Registrant. The 2024 Plan was adopted by the Board of Directors of the Registrant on August 21, 2024 and approved by the Company’s stockholders on August 21, 2024.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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