HOST 8-K
Host Digital Inc. (HOST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, on August 27, 2026, following the special meeting of stockholders of Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), held on August 27, 2026 (the “Special Meeting”), the Company’s board of directors (the “Board”) approved a one-for-thirty-five reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). Following Board approval and announcement of the Reverse Stock Split, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to, among other things, (i) effect the Reverse Stock Split, (ii) increase the total number of shares of capital stock that the Company is authorized to issue, and (iii) permit stockholders of the Company to act by written consent in lieu of a meeting, with the Amendment becoming effective as of 11:59 p.m. Eastern Time on August 28, 2026 (the “Effective Time”).
The Amendment amended Article IV of the Charter to effect the Reverse Stock Split. At the Effective Time, every thirty-five (35) shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically converted into one share of Common Stock, without any change in the par value per share of the Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who would otherwise have been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split instead had that fractional interest rounded up to the next whole share of Common Stock, after aggregating all fractional shares issuable to such stockholder. No stockholders received cash in lieu of fractional shares.
The Common Stock began trading on a split-adjusted basis under the new CUSIP number 42227T303 on the NYSE American at market open on August 31, 2026.
The Amendment further amended Article IV of the Charter to increase the total number of shares of capital stock that the Company is authorized to issue from 600,000,000 shares to 2,000,000,000 shares, consisting of (i) 1,960,000,000 shares of common stock, par value $0.001 per share, including 1,900,000,000 shares of Class A common stock and 60,000,000 shares of Class B common stock, and (ii) 40,000,000 shares of preferred stock, par value $0.001 per share, including 13,250 shares designated as Series A Convertible Preferred Stock. This increase in authorized capital stock was approved by the Company’s stockholders at the Special Meeting.
The Amendment also amended Article VII of the Charter to, among other things, permit stockholders of the Company to take any action required or permitted to be taken at an annual or special meeting of stockholders without a meeting, without prior notice and without a vote, by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware. This change was approved by the Company’s stockholders at the Special Meeting.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Healthy Choice Wellness Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTHY CHOICE WELLNESS CORP. | |||
| Date: | August 31, 2026 | By: | /s/ Jeffrey E. Holman |
| Jeffrey E. Holman | |||
| Chief Executive Officer | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
HEALTHY CHOICE WELLNESS CORP.
Healthy Choice Wellness Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
1. This Certificate of Amendment amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”).
2. Article IV of the Second Amended and Restated Certificate of Incorporation is hereby deleted and amended and restated in its entirety as follows:
“A. The total number of shares of capital stock that the Corporation shall have authority to issue is 2,000,000,000 shares, consisting of: (1) 1,960,000,000 shares of common stock, having a par value of $0.001 per share, including (a) 1,900,000,000 shares of Class A common stock (the “Class A Common Stock”) and (b) 60,000,000 shares of Class B common stock (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”); and (2) 40,000,000 shares of preferred stock, having a par value of $0.001 per share (the “Preferred Stock”), including 13,250 shares of the authorized preferred stock which has been designated ‘Series A Convertible Preferred Stock.’
B. Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, each thirty-five (35) shares of Class A Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Class A Common Stock (the “Reverse Stock Split”).
C. No fractional shares shall be issued in connection with the Reverse Stock Split. Instead, stockholders who would be entitled to receive fractional shares of Class A Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will be issued an additional fraction of a share of Class A Common Stock to round up to the next whole post-Reverse Stock Split share of Class A Common Stock. No stockholders will receive cash in lieu of fractional shares.
D. At the Effective Time, each share of common stock of the Corporation issued and outstanding immediately prior to the Effective Time will for all purposes be reclassified as, and deemed to be, one issued and outstanding, fully paid and non-assessable share of Class A Common Stock, without any action required on the part of the Corporation or the holders thereof. Any stock certificate that, immediately prior to the Effective Time, represented shares of common stock of the Corporation held by a holder of the common stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the same number of shares of Class A Common Stock. All newly issued shares of Class A Common Stock of the Corporation shall be fully paid and non-assessable shares of Class A Common Stock.”
3. Article VII, Sections A and B of the Second Amended and Restated Certificate of Incorporation are hereby deleted and amended and restated in their entirety as follows:
“A. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors, Chief Executive Officer of the Corporation, or the Board of Directors pursuant to a resolution adopted by a majority of the Board of the Directors, and, except to the extent otherwise provided in the Bylaws, the ability of any other person or persons, including the stockholders, to call a special meeting is hereby specifically denied.
B. Notwithstanding the foregoing, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation in accordance with Section 228 of the DGCL. For the avoidance of doubt, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.”
4. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5. All other provisions of the Second Amended and Restated Certificate of Incorporation shall remain in full force and effect.
6. The foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on August 28, 2026.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be executed by Jeffrey E. Hollman, its Chief Executive Officer, this 27th day of August, 2026.
| HEALTHY CHOICE WELLNESS CORP. | ||
| By: | /s/ Jeffrey E. Holman | |
| Name: | Jeffrey E. Holman | |
| Title: | Chief Executive Officer | |