Form SCHEDULE 13D/A HEALTHY CHOICE WELLNESS Filed by: Santi Christopher
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Healthy Choice Wellness Corp. (Name of Issuer) |
Class A Common Stock, $0.001 Par Value (Title of Class of Securities) |
(CUSIP Number) |
Christopher Santi 3800 North 28th Way, #1, Hollywood, FL, 33020 (888) 766-5351 Martin T. Schrier, Esq. 200 S. Biscayne Blvd., Suite 3000, Miami, FL, 33131 (305) 704-5954 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Christopher Santi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,568,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Reporting Person percent of class owned is calculated based on 29,642,378 shares of Class A Common Stock outstanding as of June 2, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 Par Value | |
| (b) | Name of Issuer:
Healthy Choice Wellness Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
3800 North 28th Way, #1, Hollywood,
FLORIDA
, 33020. | |
Item 1 Comment:
This Statement relates to the Class A common stock, par value $0.01 per share ("Common Stock"), of Healthy Choice Wellness Corp., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3800 North 28th Way, #1, Hollywood, Florida 33020. | ||
| Item 2. | Identity and Background | |
| (a) | Christopher Santi (the "Reporting Person") | |
| (b) | The Reporting Person's business address is c/o Healthy Choice Wellness Corp., 3800 North 28th Way, #1, Hollywood, Florida 33020. | |
| (c) | The Reporting Person's principal occupation is serving as President and Chief Operating Officer of the Issuer. | |
| (d) | During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 4 is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the securities identified in this Statement in connection with his service as an officer of the Issuer and pursuant to securities issued pursuant to the Issuer's 2024 Equity Incentive Plan. Restricted stock awards of 815,746 shares of Common Stock vested pursuant to applicable award agreements effective as of June 2, 2026.
The Reporting Person beneficially owns 1,568,604 shares of Common Stock of the Issuer. The Reporting Person beneficially owns 5.29% of the Issuer's Common Stock, calculated based on 29,642,378 shares of Common Stock outstanding as of June 2, 2026.
The securities described in this Statement are being held by the Reporting Person for investment purposes. The Reporting Person may acquire additional Common Stock of the Issuer through compensatory grants by the Issuer or through public or private purchases.
Except as described in this Statement or in his capacity as Chief Operating Officer and President of the Issuer, the Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer.
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries.
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend policy of the issuer.
(f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940.
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person.
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of registered national securities association.
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
The information set forth in Items 5 and 6 are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns 1,568,604 shares of Common Stock of the Issuer. The Reporting Person beneficially owns 5.29% of the Issuer's Common Stock, calculated based on 29,642,378 shares of Common Stock outstanding as of June 2, 2026. | |
| (b) | The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, all of the Common Stock owned by him. | |
| (c) | The Reporting Person has not effected any transaction in the Common Stock of the Issuer in the past sixty days. | |
| (d) | No person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of the Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no other contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.
The information set forth in Item 4, 5 and 7 is incorporated by reference herein. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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