SEC Comment Letter 0000000000-24-007093 to HEALTHY CHOICE WELLNESS CORP. (HCWC)
HEALTHY CHOICE WELLNESS CORP.
Date: June 24, 2024 · CIK: 0001948864 · Accession: 0000000000-24-007093
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274435, 333-275209
Letter
United States securities and exchange commission logo June 21, 2024 Jeffrey Holman Chief Executive Officer Healthy Choice Wellness Corp. 3800 North 28th Way Hollywood, FL 33020 Re:Healthy Choice Wellness Corp. Amendment No. 4 to Registration Statement on Form S-1 Filed May 24, 2024 File No. 333-274435 Dear Jeffrey Holman: We have reviewed your amended registration statement and have the following comment(s). 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. Amendment No. 4 to Registration Statement on Form S-1 filed May 24, 2024 Prospectus Cover Page, page ii 1.You state that prior to this offering, HCMC completed the spin-off of HCWC to the HCMC shareholders. However, we note that disclosure elsewhere indicates that the spin- off is conditioned upon the successful completion of the offering. Please revise to explain the relationship between the offering and the spin-off. Condensed Consolidated Carve-Out Statements of Cash Flows, page F-5 2.Your disclosures in Note 15, Related Party Transactions, on pages F-20 and F-44 state that the due from related party balance as of each reporting date represents net receivable balance from HCMC. Tell us your basis to present the change in due from related party balance within operating activities rather than financing activities. This comment also applies to your consolidated carve-out statements of cash flows presented on page F-26.
FirstName LastNameJeffrey Holman Comapany NameHealthy Choice Wellness Corp. June 21, 2024 Page 2 FirstName LastName Jeffrey Holman Healthy Choice Wellness Corp. June 21, 2024 Page 2 General 3.In your Form S-1 (File No. 333-275209) you revised your disclosure to provide a more robust risk factor quantifying the potential dilution that could occur to public stockholders following the conversion of the Series A Convertible Preferred and the Class B common stock. Please provide similar disclosure in this filing. 4.It appears that you have entered into a commitment letter with Hal Mintz, the manager of Sabby Management, LLC. Please revise your disclosure on page Alt-3 where you state that aside from the Series A Preferred Obligation, none of the Selling Stockholders have had any material relationship with you in the past three years. 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
June 21, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 24, 2024
File No. 333-274435
Dear Jeffrey Holman:
We have reviewed your amended registration statement and have the following
comment(s).
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.
Amendment No. 4 to Registration Statement on Form S-1 filed May 24, 2024
Prospectus Cover Page, page ii
1.You state that prior to this offering, HCMC completed the spin-off of HCWC to the
HCMC shareholders. However, we note that disclosure elsewhere indicates that the spin-
off is conditioned upon the successful completion of the offering. Please revise to explain
the relationship between the offering and the spin-off.
Condensed Consolidated Carve-Out Statements of Cash Flows, page F-5
2.Your disclosures in Note 15, Related Party Transactions, on pages F-20 and F-44 state
that the due from related party balance as of each reporting date represents net receivable
balance from HCMC. Tell us your basis to present the change in due from related party
balance within operating activities rather than financing activities. This comment also
applies to your consolidated carve-out statements of cash flows presented on page F-26.
FirstName LastNameJeffrey Holman
Comapany NameHealthy Choice Wellness Corp.
June 21, 2024 Page 2
FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
June 21, 2024
Page 2
General
3.In your Form S-1 (File No. 333-275209) you revised your disclosure to provide a more
robust risk factor quantifying the potential dilution that could occur to public stockholders
following the conversion of the Series A Convertible Preferred and the Class B common
stock. Please provide similar disclosure in this filing.
4.It appears that you have entered into a commitment letter with Hal Mintz, the manager of
Sabby Management, LLC. Please revise your disclosure on page Alt-3 where you
state that aside from the Series A Preferred Obligation, none of the Selling Stockholders
have had any material relationship with you in the past three years.
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