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DEBT | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
DEBT | NOTE 15. DEBT The following table provides a breakdown of the Company’s debt as of December 31, 2025 and 2024 is presented below: SCHEDULE OF DEBT
|  | 2025 |  |  | 2024 |
|  | December 31, |
|  | 2025 |  |  | 2024 |
Promissory note and convertible note |  | $ | 7,513,867 |  |  | $ | 11,623,392 |
Debt discount and issuance cost |  |  | (215,408 | ) |  |  | (284,283 | )
Total debt, net of debt discount and issuance costs |  |  | 7,298,459 |  |  |  | 11,339,109 |
Current portion of long-term debt |  |  | (1,186,833 | ) |  |  | (2,200,210 | )
Current portion of debt discount and issuance cost |  |  | 68,872 |  |  |  | 68,873 |
Long-term debt |  | $ | 6,180,498 |  |  | $ | 9,207,772 |
Promissory Note In connection with the Green’s Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the “Greens Note”) in the principal amount of $3,000,000 as a portion of the purchase price. The Greens Note has a 5five-year term, an interest rate of 6.0% per annum and is secured by the assets of the Green’s Natural Foods. The outstanding balance was approximately $1,205,000 and $1,809,000 as of December 31, 2025 and December 31, 2024, respectively. The Company incurred approximately $92,000 and $127,000 interest expense for the year ended December 31, 2025 and 2024, respectively. In connection with the Ellwood Thompson’s acquisition, on October 1, 2023, the Company issued a secured promissory note (the “Ellwood Note”) in the principal amount of $750,000, and discounted present value of $718,000 as a portion of the purchase price. The Ellwood Note has a 5five-year term, an interest rate of 6.0% per annum. The outstanding balance of the Ellwood Note was approximately $452,000 and $595,000 in principal amount as of December 31, 2025 and December 31, 2024, respectively. The Company recognized interest expense of approximately $32,000 and $40,000 for the years ended December 31, 2025, and 2024, respectively. On January 18, 2024, HCWC entered into a Securities Purchase Agreement (the “Bridge Financing”) with institutional investors whereby (a) HCWC issued a total of approximately $1,889,000 in unsecured promissory notes (the “Notes”) and (b) on the date of the pricing of HCWC’s initial public offering (“IPO”), HCWC would deliver shares of its common stock equal to approximately $1,889,000 divided by the IPO price (“Bridge Shares”). The aggregate gross proceeds received from the investors in connection with the Security Purchase Agreement (“SPA”) was $1,700,000. The Notes were issued at a 10% original issue discount (“OID”) and accrue interest at a rate of 10% per annum beginning 60 days after issuance of the Notes. All accrued and unpaid principal and interest shall be due and payable upon the earlier of (1) the closing of the IPO, (2) January 18, 2025 or (3) upon an event of default as defined in the Notes. On April 8, 2024, HCWC and the institutional investors entered into an amendment to the January 18, 2024 agreement whereby HCWC agreed to issue warrants (the “Bridge Warrants”) exercisable at $0.01 per share to purchase 188,889 shares of Class A common stock (the “Bridge Warrant Shares”) in lieu of Bridge Shares. The parties agreed to terminate any existing obligations of the institutional investors to acquire HCWC Bridge Shares as part of the IPO transaction. On the Spin-Off Date, after the NYSEAM market closing, the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became an independent, publicly traded company, and on September 16, 2024, the stock was traded on the NYSEAM under the stock symbol “HCWC.” Upon the completion of the IPO, HCWC paid in full the principal amount of Notes and OID. At December 31, 2024, the outstanding principal balance of the Notes and debt discount related with the Notes were at $0. HCWC incurred approximately $23,500 of debt issuance costs in connection with the issuance of the Notes, which, together with the OID of approximately $189,000, was recorded as a debt discount and was amortized over the life of the Notes using the straight-line method since such method was not materially different from the interest method. For the year ended December 31, 2024, approximately $298,000 of interest expense was recognized in the accompanying consolidated statements of operations. The Company used the intrinsic value model to determine the fair value of the Bridge Warrants on April 18, 2024 and remeasured the fair value on September 16, 2024, and concluded that the fair value of the Bridge Warrants at September 16, 2024 was $1,887,001. Due to the fact that Bridge Warrants exercise was contingent upon the IPO, the Company did not recognize the warrant liability until the Spin-off date. The Bridge Warrants were exercised on September 17, 2024 by institutional investors. Upon warrant exercise, 188,889 shares of Class A common stock were issued and the warrant liability was eliminated against the loss on debt extinguishment in the amount of $1,888,889. In connection with the GreenAcres Market acquisition, on August 23, 2024, the Company issued a secured promissory note (the “GreenAcres Note”) in the principal amount of $1,825,000 as a portion of the purchase price. The GreenAcres Note has a 5five-year term, an interest rate of 6.0% per annum and is secured by the assets of the GreenAcres Market. The outstanding balance was approximately $1,390,000 and $1,720,000 as of December 31, 2025 and 2024, respectively. The Company incurred approximately $94,000 and $36,000 interest expense for the years ended December 31, 2025 and 2024, respectively. Convertible Note On July 18, 2024 (the “Loan Effective Date”), the Company entered into a loan and security agreement with a private lender for a $7,500,000 loan (the “Acquisition Loan”). The Acquisition Loan has a three-year term, maturing in July 2027, and bears interest at a rate of 12% per annum. The loan is guaranteed by all of the subsidiaries of the Company (the “Guarantors”) and secured by all of the assets of the Company and the Guarantors. Throughout the year ended December 31, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with the holders of the Acquisition Loan (the “Noteholders”), who are unrelated third parties, to convert portions of the outstanding principal and accrued interest into shares of the Company’s Class A common stock. These conversions were accounted for as debt extinguishments. The difference between the carrying amount of the extinguished debt and the fair value of the common stock issued was recognized as a loss on debt extinguishment. In summary, as a result of these exchange agreements during the year ended December 31, 2025, the Company exchanged approximately $3.0 million of outstanding principal of the Acquisition Loan in exchange for 7,575,001 shares of the Company’s common stock. The following table summarizes the conversion activity during the year ended December 31, 2025: SCHEDULE OF CONVERSION ACTIVITY
Exchange Agreement Date |  | Principal Converted |  |  | Shares Issued |
March 2, 2025 |  | $ | 450,000 |  |  |  | 750,000 |
April 3, 2025 |  |  | 500,000 |  |  |  | 1,136,364 |
May 1, 2025 |  |  | 175,000 |  |  |  | 863,637 |
July 15, 2025 |  |  | 1,000,000 |  |  |  | 2,500,000 |
October 24, 2025 |  |  | 909,315 |  |  |  | 2,325,000 |
Total |  | $ | 3,034,315 |  |  |  | 7,575,001 |
As a result of these debt conversions, the Company recorded a net loss on extinguishment of debt of approximately $0.4 million within loss on debt extinguishment in the Consolidated Statement of Operations for the year ended December 31, 2025. Following these transactions, $4,465,685 in principal remains outstanding under the Acquisition Loan as of December 31, 2025. As of December 31, 2025, the Company had $1,090,685 of outstanding debt under the October 24, 2025 exchange agreement, which contains an embedded conversion feature allowing holders to convert debt into shares of common stock at a conversion price equal to the stock price on the day prior to conversion. Under ASC 815, Derivatives and Hedging, this embedded derivative is required to be recognized at fair value. The NYSE American approved a maximum of 2,985,075 shares for this conversion, of which 2,325,000 shares had been issued as of December 31, 2025, leaving 660,075 shares available. Based on the December 31, 2025 closing stock price of $0.251 per share, the fair value of the remaining shares was $165,678. Accordingly, the embedded conversion feature had a fair value of $0.00 as of the balance sheet date, and no derivative liability was recorded. All remaining shares available under the NYSE American cap were subsequently converted in January and February 2026. Future Principal Payments The Company may, at its option, at any time or from time to time prepay the outstanding principal amount or any accrued but unpaid interest, in each case in whole or in part, without penalty or premium, provided that any such prepayment of any outstanding amount of principal shall be accompanied by the payment of all accrued but unpaid interest on the amount of principal being prepaid, plus any costs and fees incurred. The following table summarizes the 5-year repayment schedule: SCHEDULE OF DEBT REPAYMENT
For the years ending December 31, |  |  |
2026 |  | $ | 1,186,833 |
2027 |  |  | 5,515,737 |
2028 |  |  | 534,923 |
2029 |  |  | 276,374 |
2030 |  |  | - |
Total |  | $ | 7,513,867 |

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