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 5805 Sepulveda Blvd, Suite 801 · Sherman Oaks, CA · 91411 · 424.273.8675

 February 16, 2024

 Division of Corporation Finance

 Office of Life Sciences

 United States Securities and Exchange Commission

 Washington, DC 20549

       Re:

   Avenir Wellness Solutions, Inc.

   Form 10-K for the Year Ended December 31, 2022

 Form 10-Q for the Period Ended September 30, 2023

 Dear Ladies and Gentlemen:

 We are in receipt of your comment letter dated November 17, 2023 relating to the above noted filings of Avenir Wellness Solutions, Inc. (the “Company”). Our responses follow each of the corresponding comments below and may reference the Company’s distribution services agreement with Advanced Legacy Technologies LLC (“ALT”) which is attached as Exhibit 1 hereto:

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Management Discussion and Analysis of Financial Condition and Results of Operations

 Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021, page 31

 1. Revise your Results of Operations section to quantify each of the significant factors cited as the reasons for the changes in line items between periods, including but not limited to the following:

       ·

  You disclose the revenue “…decrease was offset in part by an increase in unit sales in our wholesale channel of distribution related to sales of our Seratopical Revolution products.” Quantify the increase in unit sales in the disclosures.

   ·

  Revise to reconcile your disclosure on page 31 about the decrease in revenue with your disclosure on page 29 that your revenue in the third quarter surged 32.1% year-over-year and 58.9% sequentially from the second quarter of 2022 to $1.8 million.

   ·

  In addition to the factors cited here, revise your discussions of Cost of Goods Sold to discuss the increase in your inventory obsolescence reserve, and identify the reasons the reserve has increased to such a significant portion of your inventory (over 71%).

   ·

  Revise the discussions of your other line items accordingly as well.

 Company Response:

 Revised MD&A explanations related to Revenue and Cost of Goods Sold are as follows:

 Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

 Revenue

 Revenue for the year ended December 31, 2022 was $4.9 million as compared to $6.1 million for the year ended December 31, 2021. The decrease in revenue was mainly due to: (i) financial constraints which limited our ability to market and promote Sera Labs products resulting in a decrease in unit sales in our DTC channel of distribution when compared to the previous year; and (ii) the discontinuation of the sale of personal protective equipment (PPE) in the second quarter of 2021 ($363 thousand). However, this decrease was offset in part by an increase in unit sales of our Seratopical Revolution products in our wholesale channel of distribution to one of the largest retail chains in the United States, whose sales were nil in 2021 and $575 thousand, or 48,000 thousand units, in 2022.

 Cost of Goods Sold

 Cost of goods sold was $1.6 million for the year ended December 31, 2022 compared to $1.7 million for the year ended December 31, 2021. The decrease of $192 thousand was primarily due to the decrease in DTC and PPE sales in addition to higher gross margin due to lower product costs offset in part by an increase in inventory reserves due to product obsolescence ($362 thousand) during the year ended December 31, 2022 compared to the same period in 2021. The increase in the inventory reserve in 2022 was due to the aging and short shelf-life of inventory which experienced lower sales during the period in which funds were limited for advertising and promotion. Product expiration dates and sales history of the inventory on hand were among the factors considered in the determination of the inventory reserves.

 Reconciliation of Revenue Variance Disclosure is as follows:

 The following tables were derived from the Company’s prior filings for the periods indicated.

   2021

   2022

   Year-over-Year Change Increase/(Decrease)

   For the three months ended:

   $

   %

   March 31,

  $  1,261,000

  $  1,076,000

  $  (185,000  )

   (14.7

   %)

   June 30,

  $  2,068,000

  $  1,123,000

  $  (945,000  )

   (45.7

   %)

   September 30,

  $  1,350,000

  $  1,784,000

  $  434,000

  32.1  %

   December 31,

  $  1,399,000

  $  913,000

  $  (486,000  )

   (34.7

   %)

   Total

  $  6,078,000

  $  4,896,000

  $  (1,182,000  )

   (19.4

   %)

 Sequential Revenue Variance for the three months ended September 30, 2022 is as follows:

       Revenue for the three months ended June 30, 2022

  $  1,123,000

   Revenue for the three months ended September 30, 2022

  $  1,784,000

   Quarter to quarter variance

  $  661,000

   Revenue variance as a percentage of the three months ended June 30, 2022

  58.9  %

 2. Revise to more clearly identify the circumstances resulting in the genesis of and the impairment of the goodwill and intangibles that were written off to continuing operations during the periods presented. Identify the products to which they relate.

 Company Response:

 Revised disclosure on the impairment of Goodwill and Intangibles is as follows:

 Impairment of Intangibles

 Impairment losses on goodwill and intangibles for the year ended December 31, 2022 were $4.7 million and $5.8 million, respectively, as compared to $0 and $0, respectively, for the year ended December 31, 2021. In connection with the Company’s acquisition of Sera Labs in October 2020, the Company engaged a third-party valuation firm to assist in the valuation of the acquired assets and liabilities and the allocation of the purchase price as required by ASC 805 – Business Combinations. Pursuant to the valuation, the Company recorded values for goodwill and other intangible assets. The business of Sera Labs with its wellness and beauty products made up the Company’s Sera Labs segment which currently comprises the Company’s continuing operations. Subsequent to the acquisition of Sera Labs, its forecasts have since not been met and its sales and cash flows have declined resulting in significant negative impacts in the roll forward of financial assumptions used in management’s impairment analysis of these assets and there has been a significant non-temporary decline in the Company’s overall market value which in total necessitated the recording of the charges to income for the resulting impairment pursuant to the Company’s assessments under ASC 350 and ASC 360.

  2

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures, page 41

 3. We note your disclosures about the resignation letter from the Company’s prior independent auditor and management’s statements of disagreement regarding transactions between Sera Labs and Advanced Legacy Technologies LLC (ALT). With regards to the Company’s statements, “…relevant facts and circumstances of Sera Labs’ use of ALT’s bank account,” and “…Sera Labs used ALT’s bank account in good faith solely to pay vendors on a timely basis…,” please revise the change in auditor section of your Form 10-K as well as the other relevant sections of the filing to address the following:

       ·

  Why Sera Labs would use another entity’s bank account to pay its vendors.

   ·

  What formal, written agreements or contracts are in place between Sera Labs and ALT, and the extent to which those agreements address the use of bank accounts.

   ·

  Is there a formal, written agreement between Sera Labs and ALT for the payment of its vendors and any other financial transactions. Please describe any other financial transactions between these entities in detail if applicable.

   ·

  Quantify the respective ownership of Nancy Duitch in each Avenir Wellness Solutions, Inc. and ALT.

   ·

  How the Company recorded its transaction activity via ALT’s bank account in the Company’s consolidated financial statements.

   ·

  The relevance of the Company’s statement that “…ALT was an inactive company…” in regard to the use of ALT’s bank account to pay its vendor.

   ·

  How would using ALT’s bank account ensure that Sera Labs’ vendors are paid on a timely basis.

   ·

  What would prevent Sera Labs’ vendors from being paid on a timely basis if the vendors were paid from the Company’s own bank accounts.

   ·

  Revise the Liquidity section of your MD&A to discuss the funding needs that necessitated the use of ALT’s bank account as well as to discuss its ongoing use.

   ·

  In what/whose bank accounts were revenues from the sale of certain nutraceutical products sold by Sera Labs received.

   ·

  Are there any other instances where the Company or its subsidiaries used or intends to use another entity’s bank account(s) to pay its financial responsibilities.

   ·

  If so, how was this activity disclosed in the periodic reports filed with the SEC.

   ·

  Revise your Risk Factor section to address these transactions, highlighting the inherent conflicts of interests, internal control issues, and liquidity concerns.

 Company Response:

 Please see response to Comment 4 below. There are no other instances where the Company used or intends to use another entity’s bank account(s) to pay financial obligations although in the case of the arrangement with ALT such Company obligations were settled with funds otherwise owed to the Company. Additionally, the arrangement with ALT was not to provide funding in any way to the Company. Note that Nancy Duitch beneficially owns 100% of ALT as disclosed on page F-29 and beneficially owns 7.2% of the Company as disclosed on page 62.

  3

 Revised language in Company’s response to predecessor auditor resignation on page 41 is as follows:

 The Company disagrees with RBSM’s assertions in its resignation letter based on the relevant facts and circumstances of Sera Labs’ use of ALT’s bank account, including, but not limited to, the fact that such usage was pursuant to a written agreement with ALT, which was otherwise an inactive company, whereby the sales proceeds from Sera Labs products were collected in ALT’s bank account in good faith solely to pay vendors on a timely basis, and that the Company’s Chief Financial Officer was an authorized signer on the account with unfettered access. ALT’s status as an inactive company ensured that only the Company’s activities were flowing through their bank account facilitating the accounting of all of such activity. The arrangement with ALT ensured local control and flexibility within Sera Labs that was required to settle vendor payments on a weekly basis in accordance with direct-to-consumer industry standards, which the Company’s corporate payment processing department was not able to accommodate. Moreover, a report was prepared by an independent subject matter expert introduced to the Company by RBSM that agreed with the Company’s recognition of revenue of its Products as the principal under ASC 606. Furthermore, management disagrees that the aforementioned use of the ALT bank account by Sera Labs should be deemed to be a related party transaction that would otherwise require disclosure; and management does not believe that any communications with the RBSM engagement partner constituted a threat, nor was it intended to be a threat.

 4. Tell us in detail and revise this section, as well as your MD&A and footnotes to your financial statements to address the following:

       ·

  Explain the extent to which the cash from ALT's account is reflected on your balance sheet and statement of cash flows as an asset or a liability.

   ·

  How you considered the extent to which having access to ALT's bank account was a financing transaction and how you would determine the amount of the liability from day to day.

   ·

  How you considered the guidance of Staff Accounting Bulletin 5:T as it applies to the transactions which were paid out of ALT's bank account. Specifically address the extent to which such transactions should be considered equity transactions.

 Company Response:

 The Company’s dealings with ALT were governed by a distribution services agreement (the “ALT Agreement”) executed in April 2022 between the Company and ALT pursuant to which the Company was solely responsible for the payment to third parties (or the reimbursement to ALT for any payments made by ALT on the Company’s behalf) for all costs associated with ALT Agreement. Within the framework of the agreement, the cash from ALT’s account prior to settlement with the Company was reflected as an asset as a receivable from ALT on our balance sheet (specifically, Due from Related Party) and was reflected in the statement of cash flows through the Loss from Continuing Operations to the extent of income and expense related to the products covered by the ALT Agreement and through the Change in Operating Assets and Liabilities (specifically, the Due to Related Party asset).

 The Company in its analysis on how the transactions with ALT should be accounted for did consider the extent to which the Company’s having access to ALT's bank account was a financing transaction and how the amount of the transactions would be determined from day to day. ALT was an inactive company so the bank activity related to the Company’s transactions (i.e., sales proceeds and payment of direct costs to third parties) was readily determinable. Further, the ALT bank account was funded by the proceeds from the sale of the Company’s products from which the direct costs were paid to third parties unless otherwise paid by the Company. ALT accounting for the activity using its own set of books managed by the Company’s accounting staff to accurately reflect the activities from which regular reporting was prepared and used for the reporting of same on the books of the Company. Note that sales of the Company’s products in question ceased being made through ALT in 2022.

  4

 The Company did consider the guidance of Staff Accounting Bulletin 5:T as it may apply to the transactions which were paid out of ALT's bank account. The Company determined that SAB 5:T did not apply in this case in part because the transactions paid out of ALT’s bank account on behalf of the Company were paid from the proceeds of sales of the Company’s products. The sales of the products were made direct-to-consumer whereby customers prepay their order so sales proceeds are received prior to the payment of direct costs to third parties (e.g., advertising, product and fulfillment costs, etc.).

 Item 9A. Controls and Procedures

 Material Weaknesses in Internal Controls Over Financial Reporting, page 43

 5. Please revise to describe each event that led management to determine that a material weakness existed in its internal controls over financial reporting. Revise to discuss how the Company considered the commingling of funds in cash accounts owned by third parties as well as the lack of disclosure of related party transactions as part of their evaluation of internal controls and disclosure controls and procedures and efforts to remediate.

 Company Response:

 Background on Related Party Transactions and use of their bank account

 The funds in question are governed by the distribution services agreement entered into between the Company and ALT. Under the agreement, ALT has the obligation to account for all sales proceeds and disbursements related to the Company’s products and to remit the net proceeds, as defined, to the Company. Since ALT was inactive, all bank balances and bank activity of ALT related to the Company’s activities, and the Company maintained the records of all of the activity. Thus, the Company did not consider that the funds were commingled. The accounting of the Company’s transaction through ALT supported the manner in which the Company recorded the relat