Item 4 — Purpose of Transaction
Merger Agreement On September 17, 2026 (the "Closing Date"), the Issuer completed the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 27, 2026, by and among the Issuer, Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and Host Digital Infrastructure LLC, a Delaware limited liability company ("Host DI"). On the Closing Date, pursuant to the Merger Agreement and on the terms and conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, all of the Common Units and Preferred Units of Host DI (collectively, the "Host DI Units"), in each case as defined in that certain Amended and Restated Limited Liability Company Agreement of Host DI, dated effective as of February 13, 2026, outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were converted into the right to receive shares of Common Stock or pre-funded warrants ("Pre-Funded Warrants") to purchase Common Stock at an exercise price of $0.001 per share, in lieu of such shares. Prior to the Merger, GCO and GMS held 102 and 880 Preferred Units of Host DI, respectively, which were converted into 311,841 shares of Common Stock and Pre-Funded Warrants exercisable for up to 2,386,839 shares of Common Stock, subject to a 9.99% beneficial ownership limitation and 2,286,839 shares of Common Stock and Pre-Funded Warrants exercisable for up to 17,501,521 shares of Common Stock, subject to a 9.99% beneficial ownership limitation, respectively. Registration Rights Agreement In connection with the consummation of the Merger (the "Closing"), the Issuer entered into a registration rights agreement, dated September 17, 2026 (the "Registration Rights Agreement"), by and among the Parent and the stockholders party thereto (including GCO and GMS) (collectively, the "Holders"), pursuant to which, among other things, the Issuer agreed to register for resale certain shares of Common Stock held by such Holders from time to time, including shares of Common Stock issued as consideration in the Merger (including, for the avoidance of doubt, the shares issuable upon exercise of the Pre-Funded Warrants). Pursuant to the Registration Rights Agreement, the Issuer is obligated to prepare and file a shelf registration statement covering the resale of covered shares of Common Stock within 30 calendar days following the Closing Date, subject to certain exceptions, pursuant to Rule 415 of the Securities Act of 1933, as amended ("Securities Act"). The Issuer also agreed to use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date on which all relevant registrable securities have been sold under the Registration Rights Agreement. The Issuer has also agreed under the Registration Rights Agreement to pay certain expenses of the Holders incident to any registration demand and indemnify the applicable securityholders against certain liabilities. General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange in