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

 March 29, 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 March 8, 2024 relating to our response dated February 16, 2024 to your November 17, 2023 comment letter in reference to the above noted filings of Avenir Wellness Solutions, Inc. (the “Company”). Our responses follow each of the corresponding comments below:

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

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

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

      1.

   We acknowledge your proposed revised disclosure and response to comment one. Please revise your proposed disclosure to include the name of the inventory product(s) described as having “lower product costs” and to name the product(s) for which you describe as having “the aging and short shelf-life of inventory which experienced lower sales.”

 Company Response:

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

 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 achieving higher gross margin on our Sera Relief Miracle Gummies due to lower product costs accomplished by changing suppliers, 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 excessive quantities, aging and short shelf-life of inventory of our product lines including Seratopical beauty ($262 thousand), Seratopical Revolution beauty ($27 thousand) and Nutri-Strip wellness ($23 thousand) products 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.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures, page 41

      2.

   We acknowledge your response to comments three and four however no response was found for certain bullet points. Therefore, please revise to address the following:

   ·

  Please provide revised disclosures for the Liquidity section, addressing the Company's funding needs or lack of funding in its own bank account that necessitated the use of ALT’s bank account. To the extent you determined that the use of the related party entity's bank account was linked to certain features of that bank account rather than use of the related party entity's funds in the bank account, revise to clarify those facts, clearly identifying the favorable features of the bank account and why they were not otherwise available to you without the use of the related party's bank account.

   ·

  Identify in your response and revise to discuss the specific section and terms of the Distribution Services Agreement with ALT that you determined authorized your employees to use the ALT bank account and related funding features. Clearly identify the contractual basis for your employees' legal authorization to disperse funds from the ALT bank account.

   ·

  Provide disclosures to be included in the Risk Factors section to highlight the use of ALT's bank account, how the Company's employees were facilitating the use of these accounts by recording the bookkeeping transactions in ALT's accounts, as well as the bookkeeping and reporting of the transactions within the Company's accounts that then rolled-up to the financial reporting on Avenir's financial statements.

   ·

  We note your statement that "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." Given definition of related party in ASC 850-10-20, please revise to remove this assertion and clearly label ALT as a related party or provide support for how you determined otherwise under the applicable literature. Accordingly, revise to clearly quantify all revenues and expenses as well as cash inflows and outflows related to the transactions with ALT, including clear quantification of the amounts transacted through ALT's bank account as previously requested.

 Company Response:

 Bullet 1 –

 The Company did not have funding needs nor was there a lack of funding. That was not the business purpose of entering into the agreement with ALT nor did it provide additional liquidity to the Company. The ALT structure afforded Sera Labs logistical flexibility in payment processing to pay its vendors in a timelier manner as required by such vendors (i.e., weekly as is the industry standard for the direct-to-consumer sales channel) than the corporate department could.

 Bullet 2 –

 The Distribution Services Agreement with ALT does not contain any specific terms granting access or otherwise authorizing the Company’s employees to use the ALT bank account. Rather, the authorization was granted extemporaneously by the chief executive office of the Company who is the beneficial owner of ALT in order to help facilitate the administration of the agreement.

 Bullet 3 –

 Risk Factors Disclosure:

   ·

   Use of Third-Party Bank Accounts: The Company was provided access to the bank account of ALT (referred to hereafter as "the third-party account") in connection with the administration of the distribution services agreement entered into with ALT for certain business transactions. This practice was adopted to ensure vendors from a new channel of business were paid timely (i.e., weekly) to ensure availability of product and the execution of promotional campaigns as part of the Company’s sales growth strategy. We recognize that this arrangement may present unique risks, including the potential for misunderstandings or miscommunications regarding the ownership and allocation of funds, as well as complexities in financial reconciliation.

  2

   ·

  Employee Involvement in Third-Party Transactions: Employees of the Company have been involved in facilitating the use of the third-party account by recording bookkeeping transactions. While all employees are trained and instructed to adhere to strict accounting and ethical standards, the involvement of our personnel in transactions pertaining to an external account could increase the risk of errors in transaction recording and financial reporting, despite our rigorous controls and oversight.

   ·

  Bookkeeping and Reporting of Transactions: The transactions conducted through the third-party account are recorded and reported within the Company's accounting records, in accordance with Generally Accepted Accounting Principles (GAAP). These transactions are then consolidated into our financial statements. While we maintain strict controls and adhere to high standards of financial reporting, the use of a third-party account introduces an additional layer of complexity to our financial management processes. We continuously evaluate and enhance our internal controls to mitigate the risk of misstatements or inaccuracies in our financial reporting.

 We are committed to ensuring the accuracy and transparency of our financial statements. Our management, in collaboration with our external auditors, conducts regular reviews of our financial reporting processes and internal controls, especially as they pertain to the use of third-party accounts and the related transactions.

 Bullet 4 -

 The Company will revise its financial statements and accompanying disclosures to clearly label ALT as a related party and will quantify all revenues and expenses as well as cash inflows and outflows related to the transactions with ALT, including clear quantification of the amounts transacted through ALT's bank account.

 Item 9A. Controls and Procedures, page 42

      3.

   Please revise to address the following regarding your proposed disclosure revisions in response to prior comment five:

   ·

  We note your statement that you did not consider that the funds were commingled. However, your disclosures on page F-29, under Note 11. Related Party Transactions, states that ALT was paid 5% of Sera Lab's product sales as payment for its services. It appears ALT's fees for the services provided were held in the ALT bank account along with the rest of the revenue from Sera Lab's product sales, resulting in the commingling of funds from both parties. Revise to disclose this fact and how you considered this fact as part of your evaluation of internal control over financial reporting (ICFR) and disclosure controls and procedures (DCP).

   ·

  Further, the overall nature of and extent of transactions involving the ALT account were not adequately disclosed. Revise your discussion of DCP accordingly as previously requested. The revised disclosures do not sufficiently explain that disclosure controls and procedure were not effective due in part to the failure to disclosure the extent of the transactions involving Sera Lab's product sales (i.e. to include, but not be limited to the use of another entity's bank account, the same employees recording all parts of the transactions for ALT as well as recording the same transactions for Sera Labs, the error identified in the weighted average common shares outstanding and resulting earnings per share presentation, etc.).

 Company Response:

 In response to the SEC's comments, we provide the following revised disclosures to more accurately reflect the nature of our transactions with ALT and the use of ALT's bank account, as well as the implications for our internal control over financial reporting (ICFR) and disclosure controls and procedures (DCP).

 Revised Related Party Transactions Disclosure:

 The contractual arrangement with ALT involves the commingling of the Company’s funds with those of ALT, wherein ALT's fees for services provided were held within the same ALT bank account as the revenue from the sale of the Sera Labs products. This commingling resulted from the operational practices under our distribution services agreement with ALT, whereby ALT was responsible for collecting sales proceeds, deducting its service fee of 5% of the net proceeds, as defined, and remitting the balance to the Company. This practice was initially not identified as a commingling of funds due to the clear contractual obligations and records maintained that delineated ALT's fees from the net proceeds due to the Company. However, upon a more thorough evaluation, we recognize this arrangement did indeed result in the commingling of funds, which should have been disclosed and considered more explicitly in our evaluation of our ICFR and DCP.

  3

 Impact on Internal Control over Financial Reporting (ICFR) and Disclosure Controls and Procedures (DCP):

   1.

   ICFR Considerations: The existence of commingled funds within ALT's account, overseen by Company employees, introduced complexities in maintaining a clear and auditable trail of transactions. This situation was compounded by the inadequate segregation of duties—a result of our Company's size and staffing constraints. Recognizing these challenges, we now understand this arrangement posed risks to the effectiveness of our ICFR, as it may have increased the likelihood of inaccuracies in financial reporting.

   2.

   DCP Considerations: The failure to fully disclose the nature and extent of transactions involving the ALT account, including the commingling of funds, was an oversight that impacted the effectiveness of our DCP. Specifically, this omission hindered our ability to ensure that all relevant and material information concerning our financial position and operational practices was accurately reported in our financial statements and disclosures.

 Management’s Plan to Remediate the Material Weakness:

 To address these issues, we are implementing the following measures:

   1.

   Enhancing Transparency: We commit to fully disclosing all relevant details of related party transactions, including the nature of any commingling of funds, in our financial statements and notes.

   2.

   Improving ICFR and DCP: We will undertake a comprehensive review of our ICFR and DCP to identify and rectify any weaknesses that contributed to this oversight. This includes improving segregation of duties and ensuring that all transactions are accurately and transparently reported.

   3.

   Ending Use of ALT Bank Account: As part of our commitment to enhancing our financial controls and reporting transparency, we will cease using the ALT bank account for collecting sales proceeds and paying vendors. We will transition these activities to accounts directly owned and operated by our Company.

 We appreciate the SEC's guidance in highlighting these issues and are committed to taking all necessary steps to enhance our financial reporting, internal controls, and compliance processes.

 Consolidated Balance Sheet, page F-8

      4.

   We note your response to prior comment six and await the inclusion of the requested information in your revised Form 10-K, specifically including all transactions made on your behalf through ALT's bank account.

 Company Response:

 The SEC's comment is noted. The Company awaits the final determination on the restatement of the previously filed 10-K.

 Note 2. Summary of Significant Accounting Policies

 Revenue Recognition, page F-18

      5.

   Please revise to address the following regarding your response to comment eight:

   ·

  Revise your proposed disclosure to define the nature of services provided by ALT to Sera Labs, including the nature of the "auxiliary services."

  4

   ·

   Revise to clarify the sections of the Distribution Services Agreement which authorized your employees to execute transactions through ALT's bank account, including the features used in that bank account.

   ·

  Revise your revenue recognition policy disclosures to more clearly describe the basis for your determination that you are the principal in these transactions.

 Company Response:

 Bullet 1 -

 Nature of Services Provided by ALT to Sera Labs

 Revised disclosure in the Revenue Recognition section on page F-18 is as follows:

 ALT was engaged by the Company to provide a range of auxiliary services to Sera Labs designed to support the direct-to-consumer (DTC) sales channel, enhancing the efficiency and effectiveness of our product distribution. These services include, but are not limited to, processing customer payments, handling customer service inquiries, and managing logistics and fulfillment coordination with RT Fulfillment (RTF). ALT's role is instrumental in facilitating the seamless operation of our DTC model, acting as an extension of our operational infrastructure to ensure customer satisfaction and streamline sales processes. However, ALT does not have its own employees and the management of the aforementioned processes is performed by employees of Sera Labs. Additionally, pursuant to Section 14 – Assignment of the Agreement, Sera Labs is permitted to “assign, transfer or otherwise delegate [the] Agreement or any of its rights or obligations [under the Agreement] without the written consent of ALT”, which Sera Labs did in having its employees administer the Agreement.

 Bullet 2 -

 Authorization under the Distribution Services Agreement

 The Distribution Servic