SEC Comment Letter 0000000000-24-005603 to HEALTHY CHOICE WELLNESS CORP. (HCWC)
HEALTHY CHOICE WELLNESS CORP.
Date: May 15, 2024 · CIK: 0001948864 · Accession: 0000000000-24-005603
AI Filing Summary & Sentiment
File numbers found in text: 333-274435
Letter
United States securities and exchange commission logo May 15, 2024 Jeffrey Holman Chief Executive Officer Healthy Choice Wellness Corp. 3800 North 28th Way Hollywood, FL 33020 Re:Healthy Choice Wellness Corp. Amendment No. 3 to Registration Statement on Form S-1 Response dated April 17, 2024 File No. 333-274435 Dear Jeffrey Holman: We have reviewed your written response 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 March 11, 2024 letter. Written Response Submitted on April 17, 2024 General 1.You disclose on page 12 of your amended Form S-1 filed on February 14, 2024 that UNFI is your primary supplier, however we note that for the year ended September 30, 2022 approximately 54% of purchases were made with Albert's Organics. Please revise your risk factor to address any risks relating to your relationship with Albert's Organics. Please also disclose the material terms of your agreements with UNFI and Albert's Organics, and file the agreements as exhibits to the registration statement. 2.It appears that the shares being registered for resale have not been issued and are underlying convertible securities that also may not have been issued. In particular, it appears that the shares registered for resale by Sabby Volatility Warrant Master Fund, Ltd. are underlying unissued Series A Preferred Stock. In addition, according to the amended Form 8-K filed by HCMC on April 11, 2024, you also intend to register the resale of shares underlying Bridge Warrants, and it’s unclear if you have already issued the Bridge
FirstName LastNameJeffrey Holman Comapany NameHealthy Choice Wellness Corp. May 15, 2024 Page 2 FirstName LastName Jeffrey Holman Healthy Choice Wellness Corp. May 15, 2024 Page 2 Warrants. For each category of shares being registered for resale (the Sabby Volatility shares, the Anson Investments shares, and the shares underlying the Bridge Warrants), please provide a detailed legal analysis explaining why you believe it is appropriate to register the resale of these shares at this time. For guidance, please refer to Question 139.11 of the Compliance and Disclosure Interpretations for Securities Act Sections. 3.Revise your selling stockholder table in your registration statement to indicate whether the shares being registered for resale are underlying other securities and whether, and if so when, those securities were issued to the selling stockholders. Please also provide a materially complete description of the transaction in which the selling stockholders received the shares, including the date of the agreement(s) and material terms of the agreement(s). Please also file the agreements relating to these issuances as exhibits to the current registration statement. We note, for example, that the agreements to purchase the Series A Preferred Stock are filed with Healthier Choices Management Corp.’s Exchange Act filings. 4.We note your response to prior comment 4 and partially reissue such comment. Please tell us how you have reflected the deductions of underwriting discounts and commissions and estimated expenses of the offering in your capitalization table. 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
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United States securities and exchange commission logo
May 15, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 3 to Registration Statement on Form S-1
Response dated April 17, 2024
File No. 333-274435
Dear Jeffrey Holman:
We have reviewed your written response 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 March 11, 2024 letter.
Written Response Submitted on April 17, 2024
General
1.You disclose on page 12 of your amended Form S-1 filed on February 14, 2024 that UNFI
is your primary supplier, however we note that for the year ended September 30, 2022
approximately 54% of purchases were made with Albert's Organics. Please revise your
risk factor to address any risks relating to your relationship with Albert's Organics. Please
also disclose the material terms of your agreements with UNFI and Albert's Organics, and
file the agreements as exhibits to the registration statement.
2.It appears that the shares being registered for resale have not been issued and are
underlying convertible securities that also may not have been issued. In particular, it
appears that the shares registered for resale by Sabby Volatility Warrant Master Fund, Ltd.
are underlying unissued Series A Preferred Stock. In addition, according to the amended
Form 8-K filed by HCMC on April 11, 2024, you also intend to register the resale of
shares underlying Bridge Warrants, and it’s unclear if you have already issued the Bridge
FirstName LastNameJeffrey Holman
Comapany NameHealthy Choice Wellness Corp.
May 15, 2024 Page 2
FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
May 15, 2024
Page 2
Warrants. For each category of shares being registered for resale (the Sabby Volatility
shares, the Anson Investments shares, and the shares underlying the Bridge Warrants),
please provide a detailed legal analysis explaining why you believe it is appropriate to
register the resale of these shares at this time. For guidance, please refer to Question
139.11 of the Compliance and Disclosure Interpretations for Securities Act Sections.
3.Revise your selling stockholder table in your registration statement to indicate whether the
shares being registered for resale are underlying other securities and whether, and if
so when, those securities were issued to the selling stockholders. Please also provide a
materially complete description of the transaction in which the selling stockholders
received the shares, including the date of the agreement(s) and material terms of the
agreement(s). Please also file the agreements relating to these issuances as exhibits to the
current registration statement. We note, for example, that the agreements to purchase the
Series A Preferred Stock are filed with Healthier Choices Management Corp.’s Exchange
Act filings.
4.We note your response to prior comment 4 and partially reissue such comment. Please tell
us how you have reflected the deductions of underwriting discounts and commissions and
estimated expenses of the offering in your capitalization table.
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