Healthy Choice Wellness Corp 2026年季度报告

Form 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number: 001-42274 HEALTHY CHOICE WELLNESS CORP. (Exact name of Registrant as specified in its charter) Delaware88-4128927(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes☒No Securities registered pursuant to Section 12(b) of the Act: As of August 14, 2026, there were 32,457,828 shares of the registrant’s Class A common stock, par value $0.001 per share,outstanding. TABLE OF CONTENTS PAGEPART I FINANCIAL INFORMATION3ITEM 1. Financial Statements3Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20253Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026and 2025 (Unaudited)5Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)6Notes to Condensed Consolidated Financial Statements (Unaudited)7ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations33ITEM 3. Quantitative and Qualitative Disclosures about Market Risk40ITEM 4. Controls and Procedures40PART II OTHER INFORMATION42ITEM 1. Legal Proceedings42ITEM 1A. Risk Factors42ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds42ITEM 3. Defaults Upon Senior Securities42ITEM 4. Mine Safety Disclosures42ITEM 5. Other Information43ITEM 6. Exhibits43Signatures44Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.22 HEALTHY CHOICE WELLNESS CORP.CONDENSED CONSOLIDATED BALANCE SHEETS STOCKHOLDERS’ EQUITYClass A commonstock,$0.001 par value per share,500,000,000 shares HEALTHY CHOICE WELLNESS CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) HEALTHY CHOICE WELLNESS CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) HEALTHY CHOICE WELLNESS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) NOTE 1. ORGANIZATION Organization Healthy Choice Wellness Corp. (the “Company” or “HCWC” or “we” or “our” or “us”) is a holding company focused on providingconsumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company was spun off from itsformer parent, Healthier Choices Management Corp. (“Former Parent” or “HCMC”), on September 13, 2024. Through its wholly owned subsidiaries, the Company operates: ●Healthy Choice Markets, Inc. (DBA Ada’s Natural Market), a natural and organic grocery store offering fresh produce, bulk foods,vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beautyproducts and natural household items.●Healthy Choice Markets 2, LLC (DBA Paradise Health & Nutrition), with three stores that likewise offer fresh produce, bulkfoods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health &beauty products and natural household items.●Healthy Choice Markets 3, LLC (DBA Mother Earth’s Storehouse), an organic and health food and vitamin sto