Form 8-K

8-K — Host Digital Inc.

Accession: 0001493152-26-046165

Filed: 2026-10-07

Period: 2026-10-01

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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2026-10-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 1, 2026

HOST

DIGITAL INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42274

88-4128927

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

3800

North 28th Way, Unit# 1

Hollywood,

Florida, 33020

(Address

of Principal Executive Office) (Zip Code)

(305)

600-5004

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock

HOST

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2026, Host Digital Inc.

(the “Company”) entered into a registration rights agreement (the “Registration Rights Agreement”) by and among

the Company and certain stockholders of the Company party thereto (collectively, the “Holders”) in connection with the issuance

by the Company of the Restricted Stock (as defined below) to the Holders. The Registration Rights Agreement is in the same form as that

registration rights agreement dated September 17, 2026, entered into by and among the Company and certain securityholders party thereto

as previously reported. Pursuant to the Registration Rights Agreement, among other things, the Company has agreed to register for resale

from time to time, up to 342,864 shares of Class A common stock, par value $0.001 per share (the “Common Stock”) held in

the aggregate by such Holders.

Pursuant to the Registration Rights

Agreements, the Company is obligated to prepare and file a shelf registration statement covering the resale of up to 342,864 shares of

Common Stock within 30 calendar days following September 17, 2026, subject to certain exceptions, pursuant to Rule 415 of the Securities

Act of 1933, as amended (“Securities Act”). The Company 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 Company has also agreed under the Registration Rights Agreements to pay certain expenses

of the Holders incident to any registration demand and indemnify the applicable securityholders against certain liabilities.

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which

is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item

5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Effective

October 1, 2026, the board of directors of the Company (the “Board”), pursuant to the Agreement and Plan of Merger,

dated May 27, 2026, by and among the Company, Healthy Choice Wellness II Corp. and Host Digital Infrastructure LLC, granted to certain

employees of the Company, including John Ollet, the Company’s Chief Financial Officer, an aggregate of 342,864 shares

of Common Stock (the “Restricted Stock”). The Company entered into individual restricted stock award agreements (the “Restricted

Stock Award Agreement”) with each of the employees granted shares of Restricted Stock. In connection with the foregoing, Mr.

Ollet received a grant of 74,286 shares of Restricted Stock. Pursuant to the Restricted Stock Award Agreement, the shares of Restricted

Stock will vest in full on November 30, 2026, subject to (a) Mr. Ollet not voluntarily resigning from the Company or (b) Mr. Ollet not

being terminated by the Company for cause, as determined by the compensation committee of the Board in good faith.

The

foregoing description of the Restricted Stock Award Agreement does not purport to be complete and is qualified in its entirety by the

full text of such agreement, the form of which is filed hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit

No.

Description

10.1*

Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2026)

10.2

Form of Restricted Stock Award Agreement

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

* Certain exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

HOST

DIGITAL INC.

Date:

October

7, 2026

By:

/s/

Harmol Samra

Harmol

Samra

Chief

Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 2

Exhibit 10.2

HOST

DIGITAL INC.

STANDALONE

RESTRICTED STOCK AWARD AGREEMENT

Host

Digital Inc., a Delaware corporation formerly known as Healthy Choice Wellness Corp. (the “Company”), hereby grants

to the individual named below (the “Grantee”) the shares of the Company’s Class A common stock, par value $0.001

per share (“Common Stock”), described below (the “Restricted Shares”), on the terms of this Standalone

Restricted Stock Award Agreement (this “Agreement”).

Grantee

[__________]

Grant

Date

[__________],

2026

Restricted

[__________]

shares of Common Stock

Vesting

Schedule

The

Restricted Shares shall vest in full on November 30, 2026

1. Background

Matters. Reference is made to that certain letter agreement dated September 17, 2026

(the “Side Letter”) between the Company and Host Digital Infrastructure

LLC, a Delaware limited liability company (“HDI”) relating to Section

7.5 of the Agreement and Plan of Merger dated May 27, 2026 (as may be amended, restated,

supplemented or otherwise modified from time to time, the “Merger Agreement”),

by and among Healthy Choice Wellness Corp., a Delaware corporation (“Parent”),

Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of Parent,

and HDI, the merger under which was consummated on September 17, 2026 (the “Merger”).

2. Grant;

Standalone Award; Side Letter. The Restricted Shares are granted as a standalone

award and are governed solely by this Agreement, it being understood that the Grantee is

an “Employee Grant Recipient” under the Side Letter. The Grantee acknowledges

and agrees (a) that this grant under this Agreement, and the terms and conditions thereof,

including the vesting terms herein, satisfy in full the Company’s obligations under

Section 7.5 of the Merger Agreement and the Side Letter with respect to the Grantee, and

(b) that the Grantee has no further rights, as a third-party beneficiary or otherwise, with

respect to the employee grants contemplated by Section 7.5 of the Merger Agreement and the

Side Letter (the “Employee Grants”).

3. Vesting;

No Forfeiture. The Restricted Shares shall vest and become non-forfeitable in accordance

with the Vesting Schedule above. Except with respect to the Grantee’s voluntary resignation

of employment from the Company and its subsidiaries or involuntary termination of employment

for cause from the Company and its subsidiaries (as determined by the Committee (as defined

below) in good faith (each, a “Forfeiture Termination”)), vesting is not

otherwise conditioned on the Grantee’s continued employment or service with the Company

or any subsidiary. In the event of the Grantee’s Forfeiture Termination, the Restricted

Shares and all of the Grantee’s rights to receive or retain the Restricted Shares shall

be immediately forfeited without consideration and without any further action by either party

hereto.

4. Transfer

Restrictions; Legends; Stockholder Rights. Unvested Restricted Shares may not be

sold, assigned, pledged or otherwise transferred except by will or the laws of descent and

distribution; any attempted transfer in violation hereof is void. Vested Restricted Shares

are “restricted securities” transferable only in compliance with the Securities

Act of 1933 (the “Securities Act”), state law, the Company’s insider

trading policy (if any and as such policy may be in effect from time to time) and, if applicable,

Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Restricted Shares shall bear customary legends and stop-transfer notations referencing

this Agreement and the Securities Act; the former shall be removed upon vesting and satisfaction

of any and all tax withholding requirements hereunder, the latter upon registration or the

Company’s receipt of evidence reasonably satisfactory to it that an exemption is available.

The Grantee shall have the rights of a stockholder, including voting rights; cash dividends

on unvested Restricted Shares shall be accrued without interest and paid within 30 days after

the underlying shares vest, and any shares or other property distributed on the Restricted

Shares shall be subject to the same restrictions. The Compensation Committee of the Company’s

Board of Directors (the “Board”) or, if the Board so determines, the Board

(as applicable, the “Committee”) shall equitably adjust the Restricted

Shares for any stock split, reverse stock split, recapitalization, merger or similar change

in the Company’s capital structure.

5. Securities

Law Representations. The Grantee represents and acknowledges that: (a) the Restricted

Shares have not been registered under the Securities Act or any state law, are issued in

reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated

thereunder, must be held indefinitely unless registered or exempt, and are subject to the

limitations of Rule 144 (including those applicable to “affiliates,” which the

Grantee may be), and the Company has no obligation to make Rule 144 available, whether or

not the Restricted Shares are vested; (b) the Grantee is either (i) an “accredited

investor” under Rule 501(a) of Regulation D or (ii) a person with such knowledge and

experience in financial and business matters as to be capable of evaluating the merits and

risks of holding the Restricted Shares and protecting the Grantee’s own interests,

and can bear the economic risk of a complete loss for an indefinite period; (c) the Grantee

has had access to the Company’s public filings and the opportunity to ask questions

of management, has relied solely on the Grantee’s own investigation and advisors, and

understands that the Company makes no representation as to the value of the Common Stock,

an investment in which involves a high degree of risk; and (d) the Grantee is acquiring the

Restricted Shares for the Grantee’s own account for investment and not with a view

to distribution, and not as a result of any general solicitation. The Company has agreed

to register the Restricted Shares in accordance with the Registration Rights Agreement, dated

October 1, 2026, by and among the Company and certain shareholders of the Company.

6. Tax

Matters.

(a) Section

83(b) Election. The Grantee may, in the Grantee’s sole discretion, elect under

Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”),

to include in income for the Grantee’s 2026 taxable year the Fair Market Value of the

Restricted Shares as of the grant date set forth in the table above (the “Grant

Date”). For purposes of this Section 6(a), “Fair Market Value”

means, as of the Grant Date, the closing price of a share of Common Stock on the NYSE American

(or such other national securities exchange on which the Common Stock is then principally

listed) on such date or, if such date is not a trading day, on the last preceding trading

day. If the Grantee so elects, the Grantee shall file the election with the Internal Revenue

Service within 30 days after the Grant Date, deliver a copy to the Company within five days

after filing, and satisfy the related withholding by making a payment to the Company in an

amount equal to the required withholding amount as determined by the Committee in good faith.

The Grantee acknowledges that the election is irrevocable, that no refund or deduction is

available if any Restricted Shares are later cancelled pursuant to Section 3, that the Grantee

alone is responsible for timely filing, and that the Grantee has been advised to consult

the Grantee’s own tax advisor.

(b) Withholding.

The Grantee shall be required to pay to the Company, and the Company shall have the right

to deduct from any compensation paid to the Grantee pursuant to this Agreement, the amount

of any required withholding taxes in respect of the Restricted Shares and to take all such

other action as the Committee deems necessary to satisfy all obligations for the payment

of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state

or local tax withholding obligation by any of the following means, or by a combination of

such means:

i. tendering

a cash payment.

ii. authorizing

the Company to withhold shares of Common Stock from the shares of Common Stock otherwise

issuable or deliverable to the Grantee as a result of the vesting of the Restricted Shares;

provided, however, that no shares of Common Stock shall be withheld with a value exceeding

the minimum/maximum amount of tax required to be withheld by law.

iii. delivering

to the Company previously owned and unencumbered shares of Common Stock.

the Grantee shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to

deduct any such taxes from any payment of any kind otherwise due to the Grantee or to take such other action as may be necessary to satisfy

such withholding obligations.

Notwithstanding

any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related

Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company

(a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting

of the Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Shares to reduce or

eliminate the Grantee’s liability for Tax-Related Items.

All tax consequences of the Restricted Shares are the Grantee’s responsibility, and

the Company makes no representation regarding them. The Restricted Shares are intended to

be a transfer of restricted property under Section 83 of the Code and exempt from Section

409A of the Code.

7. Section

280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement

or agreement, if any payment, benefit or distribution to or for the benefit of the Grantee,

whether pursuant to this Agreement or otherwise (the “Covered Payments”),

would constitute a “parachute payment” within the meaning of Section 280G of

the Code and would, but for this Section 7, be subject to the excise tax imposed under Section

4999 of the Code (the “Excise Tax”), then the Covered Payments shall be

(a) reduced (but not below zero) to the minimum extent necessary so that no portion thereof

is subject to the Excise Tax, or (b) paid in full subject to all applicable taxes, whichever

of clause (a) or (b) results in the greater after-tax benefit to the Grantee. In no event

shall the Company or any affiliate be obligated to pay, gross up or indemnify the Grantee

for any Excise Tax; provided that clause (b) shall not apply to Covered Payments that are

contingent upon the Merger, which shall be reduced as provided in clause (a). Any reduction

shall be made in a manner intended to comply with Section 409A of the Code, and any reduction

applied to the Restricted Shares shall be effected by forfeiture of the Restricted Shares

scheduled to vest latest in time. All determinations under this Section 7 shall be made by

an independent accounting, consulting or law firm selected mutually and reasonably by the

Company and the Grantee (the “280G Advisor”), whose determinations shall

be final and binding; the 280G Advisor may make reasonable assumptions and interpretations

concerning Sections 280G and 4999 of the Code, shall take into account, to the maximum extent

permitted by law, the value of reasonable compensation for services rendered or to be rendered

by the Grantee (or for refraining from performing services, including under any restrictive

covenants), and shall make any determinations required under this Section 7 on a consolidated

basis with any similar determinations required under any other agreement between the Grantee

and the Company or any of its affiliates, so that the Covered Payments are reduced only once

and in a consistent manner. The Grantee shall furnish such information as the 280G Advisor

reasonably requests, and the Company shall bear the 280G Advisor’s fees.

8. Clawback;

No Right to Continued Service. The Restricted Shares and any proceeds thereof are

subject to the Company’s Policy for the Recovery of Erroneously Awarded Incentive Compensation

and any other clawback policy adopted by the Company, including as required by Section 10D

of the Exchange Act and applicable listing standards, and the Grantee agrees to repay any

amounts required thereunder. Nothing herein confers any right to continued employment or

service or limits the right of the Company or any subsidiary to terminate the Grantee’s

service at any time. The Restricted Shares are a one-time grant and shall not be counted

as compensation for purposes of any benefit plan.

9. Miscellaneous.

The Committee shall administer and interpret this Agreement, and its good-faith determinations

are final and binding. This Agreement constitutes the entire agreement of the parties regarding

the Restricted Shares and supersedes any provisions of the Merger Agreement and the Side

Letter relating thereto. This Agreement may be amended only in a writing signed by both parties,

except that the Committee may amend it without consent to make adjustments under Section

4, to comply with law, exchange rules, Section 409A or Section 280G of the Code or any clawback

policy, or in a manner not materially adverse to the Grantee. This Agreement shall be binding

on the parties hereto and their successors, heirs and permitted assigns, and the Company

may assign this Agreement to any successor to all or substantially all of its business or

assets. This Agreement is governed by the internal laws of the State of Delaware, and the

parties submit to the exclusive jurisdiction of the state and federal courts in Delaware

and waive trial by jury. Notices made under this Agreement shall be delivered in writing

to the Company at its principal executive offices, Attention: Chief Financial Officer, and

to the Grantee at the address in the Company’s records. Any invalid provisions under

this Agreement shall be modified, without the consent of the Grantee, to the minimum extent

necessary and the remainder enforced. This Agreement may be executed in counterparts and

electronically. By signing below, the Grantee confirms having read this Agreement, having

had the opportunity to consult the Grantee’s own legal, financial and tax advisors

(including regarding the Section 83(b) election), and accepting the Restricted Shares on

these terms.

[Signature

Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed

this Agreement, in each case as of the Grant Date.

COMPANY

HOST DIGITAL INC.

By:

Name:

Title:

GRANTEE:

Name:

[Signature

Page to Standalone Restricted Stock Award Agreement]

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Oct. 01, 2026

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HOST

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Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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