A Small Wellness Company Just Filed the Paperwork to Become an AI Data Center Operator

Healthy Choice Wellness Corp. filed a definitive proxy statement setting an August 27, 2026 special shareholder meeting to vote on its proposed merger with Host Digital Infrastructure LLC. The Agreement and Plan of Merger, entered into May 27, 2026, values the transaction at approximately $425 million and would issue roughly 1,574,074,074 new HCWC shares — or pre-funded warrants in lieu of shares — at an applicable share price of $0.27 per share.

The structure is a reverse merger: a merger subsidiary combines into Host Digital, which survives as a wholly owned subsidiary of HCWC, but the share issuance is large enough that Host Digital's existing holders are expected to own approximately 96% of the combined company once the deal closes. In practical terms, Host Digital — the privately held operating business — becomes the entity that actually controls the public company, using HCWC's existing public listing as the vehicle rather than pursuing its own separate IPO.

The shareholder vote covers more than just the merger itself. It also asks investors to approve an increase in authorized shares to 2,000,000,000 — necessary to accommodate the roughly 1.57 billion shares the deal would issue — along with a company name change and a reverse stock split, both standard steps when a reverse merger of this kind closes and the surviving business wants a ticker and share structure that reflects its new identity rather than the shell company's original one.

The business pivot itself is complete, not partial: Healthy Choice Wellness's current wellness-focused operations give way entirely to data center development supporting AI and high-performance computing — an unrelated industry from the company's existing business. HCWC shares jumped 38% on the definitive proxy filing, on meaningfully elevated trading volume, as the market priced in the deal moving from preliminary to definitive status ahead of the scheduled vote.