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Existential event
Time-sensitive event — see the red-flag panel below for the source-quoted detail.
Red Flags Detected
- Going Concern (new) — The outgoing auditor's report and Host Digital's financial statements both express substantial doubt about the company's ability to continue as a going concern.
- Related Party (new) — The preferential rights agreement with the Sponsor is a related-person transaction because the Sponsor is controlled by the CEO and a major shareholder.
Healthy Choice Wellness completes reverse merger with Host Digital, becoming Host Digital Inc. amid going-concern warnings
Filed September 17, 2026 · Period ending September 17, 2026 · ~2 min read
Key Changes
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high
Subsequent event: We have evaluated subsequent events through May 29, 2026, the date these consolidated financial statements were issued. The Company filed a Form 8832 with the IRS to elect to be treated as a corporation for United Sta…
Notes: Subsequent Events view on EDGAR → -
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Merger closed Sept. 17, 2026; Host Digital Infrastructure became a wholly owned subsidiary and the company changed its name to Host Digital Inc., trading as 'HOST' on NYSE American.
Item 2.01 verify on EDGAR → -
high
Legacy Host DI members received 25,085,454 shares and pre-funded warrants for 19,888,093 shares, giving them approximately 96.4% ownership of the combined company.
Item 2.01 verify on EDGAR → -
high
Outgoing auditor UHY LLP's report on 2025 financials included a going-concern explanatory paragraph; Carr, Riggs & Ingram was engaged as the new auditor.
Item 4.01 verify on EDGAR → -
high
Host Digital's financials show no cash, a $27.5M working capital deficit, and a net loss of $5.0M for the six months ended July 31, 2026, with substantial doubt about its ability to continue as a going concern.
Exhibit 99.1 view on EDGAR → -
high
Board and executive overhaul: three directors resigned, four new directors appointed, and Harmol Samra became CEO with a $200,000 annual salary; CFO John Ollet remained.
Item 5.02 verify on EDGAR →
Summary
Healthy Choice Wellness Corp. completed its reverse merger with Host Digital Infrastructure LLC on September 17, 2026, transforming into Host Digital Inc., a data center operator.
The deal gave legacy Host DI members approximately 96.4% of the combined company's common stock, with the CEO and another stockholder receiving merger consideration representing about 76% of outstanding shares (or 44% assuming exercise of all pre-funded warrants). The company's stock now trades under the ticker 'HOST' on NYSE American. The merger brings significant financial risk.
Host Digital's financial statements show no cash, a working capital deficit of $27.5 million, and a net loss of $5.0 million for the six months ended July 31, 2026. Both the outgoing auditor's report and the company's own disclosures express substantial doubt about its ability to continue as a going concern. The company's primary asset is a 15-year take-or-pay lease for 43 MW of data center capacity with approximately $1.25 billion in contracted rent, but the facility is not yet generating revenue and the lease is not expected to commence until Q1 2027. The company also disclosed a related-party preferential rights agreement with its Sponsor, which is controlled by the CEO and a major shareholder. Investors should note that the company's viability depends on completing a contemplated project financing, continued sponsor funding, and eventual lease cash flows. The going-concern warning and the related-party transaction are material risks that warrant close attention as the company works to fund construction and reach revenue generation.
Section-by-Section Diff
Event · Item 2.02 — Results of Operations and Financial Condition
Healthy Choice Wellness filed an 8-K attaching Host DI's management discussion and analysis as Exhibit 99.1.
Added in current filing · verify on EDGAR →
Management’s Discussion and Analysis of Financial Condition and Results of Operation of Host DI is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The company disclosed that it is filing the management discussion and analysis of Host DI as an exhibit to the 8-K. This is a routine disclosure of financial information under Item 2.02, which does not require the filing of financial statements but provides investors with management's perspective on financial condition and results.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Healthy Choice Wellness Corp. filed an 8-K referencing an unregistered sale of equity securities tied to Item 2.01.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Item | 3.02 Unregistered | Sales of Equity Securities. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The filing discloses an unregistered sale of equity securities under Item 3.02, but the details are incorporated by reference from Item 2.01, which is not included in this excerpt. No specific terms, amounts, or purchasers are stated here.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Healthy Choice Wellness Corp. disclosed a material modification to rights of security holders, incorporating details from Items 1.01, 2.01, 5.01, and 5.03.
Added in current filing · view on EDGAR →
Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Items 1.01, 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The company filed an 8-K disclosing a material modification to the rights of its security holders. The details are incorporated by reference from Items 1.01 (entry into a material definitive agreement), 2.01 (completion of acquisition or disposition of assets), 5.01 (changes in control of registrant), and 5.03 (amendments to articles of incorporation or bylaws; change in fiscal year).
Event · Item 4.01 — Changes in Registrant's Certifying Accountant
Healthy Choice Wellness dismissed auditor UHY LLP and engaged Carr, Riggs & Ingram after a reverse-acquisition merger.
Added in current filing · verify on EDGAR →
On September 17, 2026, the Board dismissed UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective as of that date.
The company dismissed UHY LLP as its independent auditor effective September 17, 2026. The decision was approved by the Board of Directors on the same date.
Added in current filing · verify on EDGAR →
UHY’s report on the Parent’s financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
The outgoing auditor's report on the 2025 financial statements included a going-concern explanatory paragraph, indicating substantial doubt about the company's ability to continue operating. This is a significant risk signal for investors.
Added in current filing · verify on EDGAR →
Effective September 17, 2026, Parent engaged CRI as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The company engaged Carr, Riggs & Ingram, L.L.C. (CRI) as its new independent auditor for fiscal year 2026. The engagement was approved by the Board on September 17, 2026.
Added in current filing · verify on EDGAR →
For accounting purposes, the Merger is treated as a reverse acquisition, with Host DI as the accounting acquirer. Accordingly, the historical financial statements of Host DI, which have been audited by Carr, Riggs & Ingram, L.L.C. (“CRI”), will become the historical financial statements of the Company.
The merger is being accounted for as a reverse acquisition, with Host DI as the accounting acquirer. This means Host DI's historical financial statements, audited by CRI, will become the company's historical financial statements, which is why the auditor change occurred.
Added in current filing · verify on EDGAR →
During the fiscal year ended December 31, 2025 and the subsequent interim period through September 17, 2026, there were no disagreements (within the meaning of Item 304(a) (1) (iv) of Regulation S-K and the related instructions) between the Parent and UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in connection with its report.
The company states there were no disagreements with UHY on accounting principles, financial statement disclosure, or auditing scope during the relevant periods. This suggests the auditor change was not driven by disputes over accounting treatment.
Event · Item 5.01 — Changes in Control of Registrant
Healthy Choice Wellness Corp. disclosed a change in control, incorporating Items 2.01 and 5.02 by reference.
Added in current filing · verify on EDGAR →
The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
The company disclosed a change in control under Item 5.01. The details are incorporated by reference from Items 2.01 (completion of acquisition or disposition of assets) and 5.02 (departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers).
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Gary Bodzin, Behnam Myers and Michael Lerman resigned from the Board and committees of the Board on which they respectively served. Such resignations were not the result of any disagreements with Parent relating to its operations, policies or practices.
Three directors resigned upon consummation of the Merger, as required by the Merger Agreement. The filing states the resignations were not due to disagreements with Parent, which is a standard clean-exit disclosure.
Added in current filing · verify on EDGAR →
Effective upon the Closing, the Board was reconstituted as follows: Robert Byrne, Omar Hussein, Guhan Kandasamy and Shawn Matthews, with Mr. Matthews serving as Chairperson.
The entire board was replaced with four new directors, with Shawn Matthews as Chairperson. The filing provides detailed biographies for each new director, emphasizing capital markets, investment banking, credit analytics, and alternative asset management experience.
Added in current filing · verify on EDGAR →
The Board has determined that each of Robert Byrne, Omar Hussein and Guhan Kandasamy qualify as “independent” under the NYSE Listing Rules.
Three of the four new directors were determined to be independent under NYSE American listing rules, satisfying the majority-independence requirement. Shawn Matthews, the Chairperson, was not included in the independence determination.
Added in current filing · verify on EDGAR →
Jeffrey Holman resigned as Chief Executive Officer, Chairman and director of Parent, and Christopher Santi resigned as President and Chief Operating Officer of Parent.
The CEO/Chairman and the President/COO both resigned effective at Closing, as required by the Merger Agreement. This is a complete change in executive leadership.
Added in current filing · verify on EDGAR →
the Board appointed Harmol Samra as Chief Executive Officer of Parent. John Ollet remained in his role as Chief Financial Officer of Parent.
Harmol Samra was appointed CEO, while CFO John Ollet stayed in place. Samra's employment agreement provides a $200,000 annual base salary, eligibility for an annual incentive bonus, and 12 months of base salary continuation plus earned and pro-rated bonuses if terminated without Cause.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Healthy Choice Wellness entered registration rights, indemnification, and a related-party preferential rights agreement at merger closing.
Added in current filing · verify on EDGAR →
Parent is obligated to prepare and file a shelf registration statement covering the resale of covered shares of Parent Common Stock within 30 calendar days following the Closing Date
Parent agreed to register for resale shares held by certain stockholders, including shares issued as merger consideration. A shelf registration statement must be filed within 30 days of closing, and Parent must use commercially reasonable efforts to keep it effective until the registrable securities are sold.
Added in current filing · verify on EDGAR →
Parent has (i) a right of first offer with respect to any project site acquisition subsidiary of the Sponsor (each, a “Project Subsidiary”) that the Sponsor markets or determines to contribute, sell, or otherwise dispose of, exercisable within 30 days of the applicable offer notice, and (ii) a right of first refusal with respect to any unsolicited bona fide third-party offer for a Project Subsidiary that the Sponsor desires to accept, exercisable within five days of the applicable notice.
Parent obtained a right of first offer and right of first refusal over project site acquisition subsidiaries of the Sponsor, which is controlled by the CEO and a major shareholder. The agreement expires on the second anniversary of its effective date, and the Sponsor is not obligated to develop or contribute any Project Subsidiary.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Parent entered into indemnification agreements with each director and executive officer of Parent as of the Closing that provide for indemnification of certain expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in any action or proceeding arising by reason of the indemnitee’s service as a director or officer
Parent entered into indemnification agreements with each director and executive officer, providing protection for expenses, judgments, penalties, fines, and settlement amounts incurred in connection with their service, to the maximum extent permitted by law.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Healthy Choice Wellness completed a merger making Host DI its wholly owned subsidiary, issuing stock and warrants to Host DI members.
Added in current filing · verify on EDGAR →
the legacy Host DI members owned approximately 96.4% of Parent’s issued and outstanding Common Stock
Former Host DI members now control roughly 96.4% of the company's common stock, meaning the merger effectively transferred control to the legacy Host DI owners.
Added in current filing · verify on EDGAR →
the Parent Common Stock will begin trading on the NYSE American under the new ticker symbol “HOST”, represented by the existing CUSIP number 42227T303
The company's stock will trade under the new ticker HOST on NYSE American starting September 18, 2026. The CUSIP number remains unchanged.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Healthy Choice Wellness Corp. changed its name to Host Digital Inc. and moved its fiscal year end from January 31 to December 31.
Added in current filing · verify on EDGAR →
The purpose of the Certificate of Amendment was to change Parent’s name from “Healthy Choice Wellness Corp.” to “Host Digital Inc.”.
The company filed a Certificate of Amendment with the Delaware Secretary of State to change its corporate name from Healthy Choice Wellness Corp. to Host Digital Inc. This is a formal legal name change, not a merger or acquisition.
Added in current filing · verify on EDGAR →
Effective as of the Closing, the Board approved pursuant to Parent’s Bylaws a change in the Parent’s fiscal year end from January 31 to December 31 of each year.
The Board approved changing the company's fiscal year end from January 31 to December 31. This aligns the fiscal year with the calendar year and will affect the timing of future financial reporting periods.
Event · Exhibit 99.1
Host Digital Infrastructure LLC discloses a 15-year, ~$1.25B take-or-pay data center lease and a going concern warning.
Added in current filing · view on EDGAR →
On August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies, pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the “Lease”). The Lease is structured on a take-or-pay basis, which is expected to be backstopped by an investment-grade technology company, with aggregate base-term contracted rent of approximately $1.25 billion, inclusive of 3% annual escalators.
The company signed a 15-year take-or-pay lease for 43 MW of IT load capacity at its planned Oklahoma data center campus, with roughly $1.25 billion of base-term contracted rent and 3% annual escalators. The lease is expected to be backstopped by an investment-grade technology company and may be renewed for a total term of 30 years.
Added in current filing · view on EDGAR →
The Project Facility is not currently generating revenue and the Lease is expected to commence in the first quarter of 2027, which is when we expect to deliver to the tenant the Project Facility.
The company will not begin generating revenue from the lease until the first quarter of 2027, when it expects to deliver the facility to the tenant. Construction and tenant occupancy have not yet occurred.
Added in current filing · view on EDGAR →
The Company expect its principal future sources of liquidity to be (i) the net proceeds of a contemplated project financing the proceeds of which would fund the balance of the development and construction costs at the Project Facility, together with a debt service reserve and cost-overrun protection; (ii) continued sponsor or affiliate funding; and (iii) following tenant occupancy, contracted cash flows under the Lease.
The company plans to fund development through a contemplated project financing, continued sponsor or affiliate funding, and eventual lease cash flows. It cautions there is no assurance the financing will be completed on the contemplated terms or at all.
Added in current filing · view on EDGAR →
The Company’s initial project is expected to be the development of an approximately 45+ megawatt data center campus in Northeast Oklahoma (the “Project Facility”), comprising 45+ megawatts of contracted power capacity, related electrical equipment, and an 80,000+ square foot building under an exercised acquisition option.
The company's initial project is a 45+ megawatt data center campus in Northeast Oklahoma with contracted power capacity and an 80,000+ square foot building under an exercised acquisition option. In February 2026 it acquired T-20 Mining LLC to secure the electric service agreement for the site.
Event · Exhibit 99.2
Healthy Choice Wellness completed its merger with Host Digital Infrastructure, becoming Host Digital Inc., a data center operator.
Added in current filing · view on EDGAR →
On September 17, 2026, we completed our previously announced business combination with Host Digital Infrastructure LLC (“Host LLC”) pursuant to the Agreement and Plan of Merger, dated as of May 27, 2026 (the “Merger Agreement”), by and among the Company, Host LLC and our wholly owned subsidiary, Healthy Choice Wellness II Corp. (“Merger Sub”).
The company completed its merger with Host Digital Infrastructure LLC, with Host LLC surviving as a wholly owned subsidiary. The corporate name changed from Healthy Choice Wellness Corp. to Host Digital Inc., effective September 17, 2026.
Added in current filing · view on EDGAR →
On August 27, 2026, our board of directors (the “Board”) approved a one-for-35 reverse stock split of our Common Stock (the “Reverse Stock Split”), following approval by our stockholders of an amendment to our certificate of incorporation authorizing the Board to effect a reverse stock split at a ratio of up to and including one-for-100.
A one-for-35 reverse stock split became effective on August 28, 2026, with trading on a split-adjusted basis beginning August 31, 2026. Every 35 shares were converted into one share, with no change in par value.
Added in current filing · view on EDGAR →
On August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies, pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the “Lease”). The Lease is structured on a take-or-pay basis, and is expected to be supported by a backstop from an investment-grade technology company, which backstop has not yet taken effect and is subject to the completion of our anticipated project financing, with aggregate base-term contracted rent of approximately $1.25 billion, inclusive of 3% annual escalators.
The company entered a 15-year take-or-pay lease for 43 MW of capacity at its Oklahoma facility, with aggregate base-term contracted rent of approximately $1.25 billion including 3% annual escalators. The lease is expected to commence in Q1 2027, and the facility is not currently generating revenue.
Added in current filing · view on EDGAR →
In connection with the Merger, Mr. Samra, our Chief Executive Officer, and Mr. Thomas received Merger Consideration representing an aggregate of approximately 76% of our outstanding common stock (or approximately 44% assuming exercise of all of the Pre-Funded Warrants).
The CEO and another stockholder received merger consideration representing approximately 76% of outstanding common stock, or about 44% assuming exercise of all pre-funded warrants. This is a related-party transaction disclosed under the company's related person transactions policy.
Event · Exhibit 99.3
8-K discloses Host Digital Infrastructure LLC audited financials showing a going concern warning and a reverse merger with Healthy Choice Wellness Corp.
Added in current filing · view on EDGAR →
The Company has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year after the date that the consolidated financial statements are issued.
Host Digital's audited financial statements for the period from July 8, 2025 (inception) through January 31, 2026 disclose substantial doubt about its ability to continue as a going concern. The company had no cash, a working capital deficit of $1,195,242, and a net loss of $518,705. This is a material risk for investors because the company's viability depends on raising additional capital, which is uncertain.
Added in current filing · view on EDGAR →
The Merger is considered a reverse acquisition under GAAP because the former members of Host Digital will hold a majority of the voting rights in the combined entity, will designate a majority of the board of directors, and will appoint senior management.
The 8-K includes unaudited pro forma condensed combined financial information for the merger between Healthy Choice Wellness Corp. (HCWC) and Host Digital Infrastructure LLC. Host Digital is the accounting acquirer, and HCWC is the accounting acquiree. The merger was contemplated by an Agreement and Plan of Merger dated May 27, 2026.
Added in current filing · view on EDGAR →
The adjustment reflects the aggregate par value of $45,316 (at $0.001 per share) for all new shares of HCWC Common Stock issued in connection with the Merger, after giving effect to the 1-for-35 reverse stock split effected on August 28, 2026. This includes approximately 44,973,545 shares issued to Host Digital’s unitholders as Merger Consideration (based on a Base Price of $425,000,000 divided by the Applicable Share Price of $0.27, as adjusted for the reverse stock split) and approximately 342,857 bonus shares issued to HCWC’s directors, officers and employees (representing the 12,000,000 pre-split bonus shares as adjusted for the reverse stock split).
The merger consideration is based on a $425,000,000 Base Price, with approximately 44,973,545 shares issued to Host Digital's unitholders and approximately 342,857 bonus shares issued to HCWC's directors, officers, and employees. A 1-for-35 reverse stock split of HCWC's Class A Common Stock became effective on August 28, 2026. This is material because it determines the ownership structure of the combined company.
Added in current filing · view on EDGAR →
The $422,788,000 of goodwill reflected in the pro forma condensed combined balance sheet consists of (i) the preliminary recording of the $425,000,000 Base Price as goodwill, reduced by (ii) the elimination of HCWC’s historical goodwill of $2,212,000, which is not carried forward under reverse acquisition accounting.
The pro forma balance sheet reflects $422,788,000 of goodwill, primarily from the preliminary recording of the $425,000,000 Base Price as goodwill. The purchase price allocation is incomplete, and the final allocation may differ materially. This is a significant intangible asset that could be subject to future impairment.
Added in current filing · view on EDGAR →
The Company estimates direct and incremental transaction costs associated with the Merger to be approximately $5,500,000.
The company estimates approximately $5,500,000 in direct and incremental transaction costs for the merger, including legal, advisory, accounting, and filing expenses. Of this total, $2,800,280 has already been incurred, and the remaining $2,699,720 is reflected in pro forma adjustments. These costs are material and will impact the combined company's financial position.
Event · Exhibit 99.4
Host Digital Inc. adopted a Dodd-Frank compliant clawback policy for incentive compensation, effective September 17, 2026.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
This Policy has been adopted by the Board, effective as of September 17, 2026 (the “Effective Date”), and shall apply to any Incentive-Based Compensation that is received by an Executive on or after September 17, 2026.
The Board adopted a policy requiring recoupment of incentive compensation from executive officers in the event of a financial restatement. The policy is designed to comply with SEC rules and NYSE American listing standards implementing the Dodd-Frank Act. It applies to compensation received on or after September 17, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 17, 2026 · How we verify