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November 27, 2023
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 1, 2023
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 30, 2023
Dilution, page 28
1.You disclose that 9,800,000 shares of common stock will be outstanding after this
offering, excluding the 60,000 shares of Class A common stock reserved for the
underwriters. It appears this number of common stock shares includes 1,325,000 shares of
Series A Preferred Stock on an as converted basis calculated based on the initial
conversion price of $10 per share.  Please tell us why it is appropriate to include Series A
Preferred Stock shares in the total number of common stock shares outstanding after this
offering.
Executive Compensation, page 40
2.Please revise this section to provide the disclosure required by Item 402 of Regulation S-
K for the named executive officers and directors. Please also file any employment

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agreements entered into with the officers and directors as exhibits to the registration
statement.
Financial Statements of Greens Natural Foods, Inc., page F-1
3.Please provide Green’s Natural Foods, Inc.’s financial statements for the interim period
ended September 30, 2022 as required in Rule 3-05(b) of Regulation S-X.
Independent Auditor's Report on the Audit of the Combined Financial Statements, page F-57
4.The auditor’s report on Green’s Natural Foods, Inc.’s financial statements is quantified.
Please obtain and file a new audit report that is unqualified.  Refer to SAB Topic 1.E.2.
General
5.We note your revisions in response to prior comment 11.  Please disclose, if accurate, that
the Series E Preferred Stock does not give the holders any rights with respect to HCWC,
aside from the obligation to purchase the Series A Preferred Stock for HCWC, as the
Series E Preferred Stock was issued by HCMC.  In addition, it appears that you will have
Class A common stock, Class B common stock, and Series A Preferred Stock.  Please
clarify, if true, that the Class A common stock and Class B common stock have the same
rights, preferences and privileges.  With respect to the Series A Preferred Stock, please tell
us whether the voting rights attached to the Series A is different from the voting rights
attached to the Class A common stock.  If so, revise your risk factors, cover page and the
section entitled Description of HCWC's Capital Stock to discuss the nature of any
disparate voting rights, including the number of votes per share in the prospectus
summary and risk factor sections. Please also file the instrument defining the rights of
Series A Preferred Stock holders, or tell us why you do not believe you are required to do
so.
6.Please tell us whether you intend to file the Separation Agreement, Tax Matters
Agreement, the Employee Matters Agreement and the Transition Service Agreement as
exhibits to your registration statement, or tell us why you do not believe you are required
to file these agreements. See Item 601(b)(10) of Regulation S-K.  We note that certain of
these agreements are included in your Form S-1 (333-275209), and it appears they should
also be filed with this S-1.
7.We note your response to prior comment 1 that the offering price will be fixed at $10.00
per share, and that the price reflects your assessment of the price at which investors might
be willing to participate in the offering based on, among other things, the market values
and various valuation measures of other companies engaged in similar activities.  Please
tell us how you have already determined a fixed price for the offering and the manner in
which the price was set, and tell us the involvement of Maxim Group LLC in determining
the offering price and how market values and valuation measures of other companies were
used to set the offering price.  Tell us whether the price was or will be set through any
traditional marketing of the offering by the underwriters and/or price discovery activities,

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Healthy Choice Wellness Corp.
November 27, 2023
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and whether Maxim Group has had contact with potential investors in the offering. Please
also tell us whether the trading price following the spin-off will impact the offering price,
and, if not, please tell us why and how you intend to reconcile the offering price with the
“regular-way” trading that you expect to begin on the first trading day following the
Distribution Date.  Please disclose and explain the precise order and mechanics of the
events that will occur in the Spin-Off and the Offering, including the interplay between
the two and how and when shares in both transactions will be priced and distributed to
holders.  Also explain what you mean that the offering price is subject to change as a
result of market conditions, as disclosed under "Determination of Offering Price," and
how this is consistent with a firm commitment offering, as well as what it means that
Maxim intends to make a market in your Class A common stock and why this is necessary
in a firm commitment offering.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services