SecProbe.io

CORRESP
1
filename1.htm

    October
                                            30, 2023

    VIA
    EDGAR

    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Jennifer
    Lopez Molina

    Re:
    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-274435

Dear
Mr. Anderegg and Ms. Lopez Molina:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated October 5, 2023 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on September 8, 2023.

This
letter is being filed with the Commission with respect to the Company’s Amendment No. 1 to its registration statement on Form S-1
(“IPO S-1”) and a new registration statement on Form S-1 being filed solely in connection with the spin-off of all
of the existing HCWC common stock by Healthier Choices Management Corp. (the “Spin Off S-1”). Based on the comments
of the Staff, we have elected to file two separate registration statements for these offerings. The Spin Off S-1 was filed on October
27, 2023 and the IPO S-1 was filed on October 30, 2023.

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but
not otherwise defined herein have the meanings set forth in the S-1.

Form
S-1 Filed September 8, 2023 Prospectus Cover Page, page ii

1.
We note disclosure that you expect the offering price per share to be $10.00. Please revise for consistency and accuracy. If you are
not fixing the offering price, please revise your offering statement to provide a price range per Rule 253(b). If you are fixing the
offering price, please revise your offering statement to clarify that $10.00 is not the expected per share offering price but
is the per share offering price.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure throughout both the IPO S-1 and Spin Off S-1 to address
the Staff’s request. The offering price will be fixed at $10.00 per share.

LEGAL\66607312\1200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940           800.215.2137           305.704.5955 Fax           cozen.com

United
States Securities and Exchange Commission

October
30, 2023

Page
2

Capitalization,
page 31

2.
Please revise your capitalization table to include a column for pro forma prior to the IPO. Please only give effect to the issuance and
distribution of common stock in the spin-off transaction and issuance of Series A Convertible Preferred Stock in the pro forma column.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 27 and 28 of the IPO S-1 to address the Staff’s
request.

Dilution,
page 32

3.
Please tell us your calculation of the $9 million historical net tangible book value as of June 30, 2023. In addition, tell us why the
shares outstanding after the offering of 9,400,000 differ from the 8,475,000 presented in the capitalization table.

Response:
The Company acknowledges the Staff’s comment and has included its calculations on Exhibit 3 to this letter.

Unaudited
Pro Forma Condensed Combined Carve-Out Financial Information, page 36

4.
Please present the pro forma condensed combined carve-out balance sheet as of the end of the most recent period and pro forma condensed
combined carve-out statements of operations for the most recent interim period presented in your filing. Refer to Rules 11-02(c)(1) and
(c)(2)(i) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) pages 31 through 33 of the IPO S-1 and
(b) pages 36 through 39 of the Spin Off S-1, to address the Staff’s request.

5.
We reissue comment 4. Please revise your pro forma financial information introductory paragraph to describe all transactions reflected
in the pro forma financial statements, including the issuance and distribution of common shares in the spin-off transaction, the issuance
of 13,250 shares of Series A Convertible Preferred Stock, and $1 million investment from HCMC. Refer to Rule 11-02(a)(2) of Regulation
S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) page 31 of the IPO S-1 and (b) page 36 of the
Spin Off S-1, to address the Staff’s request.

6.
We note your response to comment 6. Please revise your pro forma condensed combined carve-out balance sheet to reflect your new capital
structure post spin-off transaction. Please also present earnings per share information in your pro forma condensed combined carve-out
statements of operations.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 31 through 33 of the IPO S-1 to address
the Staff’s request.

United
States Securities and Exchange Commission

October
30, 2023

Page
3

Non-GAAP
Financial Measures, page 44

7.
Please revise your reconciliation of adjusted EBITDA to begin with net loss, the most directly comparable GAAP financial measure. Refer
to Question 103.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) page 39 of the IPO S-1 and (b) pages 45 and
46 of the Spin Off S-1, to address the Staff’s request.

General

8.
We note your response to comment 7. Please provide us with your significance calculations for Mothers Earth’s Storehouse and Green’s
Natural Foods, Inc. acquisitions in accordance with Rule 3-05(b) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has included this calculation on Exhibit 8 to this Letter. The audited financial
statements related to both of these acquisitions has been included in the prospectus of both the IPO S-1 and the Spin Off S-1.

9.
We are still considering your response to comments 1 and 2 in your April 7, 2023 response letter, and we may have additional comments.
As a related matter, please tell us whether you have previously discussed with NYSE whether the spin-off will comply with the listing
standards, and, if so, provide the name of the representative with whom discussions were had.

Response:
The NYSE representative the Company has worked with is Cynthia Melo, Director, Initial Listings, NYSE Regulation (212-656-5587). We have
discussed with the NYSE the compliance of the Spin Off with the listing standards. HCWC will meet the listing standards for the NYSE
following the Spin Off.

10.
We note that you have revised your filing and it appears that you are now conducting two concurrent offerings. Before you file your next
amendment, please address the following with respect to these transactions:

    ●
    Disclose
    the relationship between the spin-off and your primary offering, including the timing and reason of each transaction.

    Response:
    Our expectation is to complete the Spin Off then complete the primary offering as soon as practicable thereafter. The primary offering
    was requested by the NYSE for purposes of setting an initial market price that represented an arms-length transaction. The reasons
    for Spin Off are set forth on pages 59 and 60 of the Spin Off S-1.

    ●
    To
the extent you intend for the offerings to close concurrently, please provide us with your legal analysis as to your ability to register
the primary offering prior to completion of the spin-off.

    Response:
    Our intention was to complete the Spin Off prior to the effectiveness of the primary offering.

    ●
    Disclose
the reason and legal analysis as to your ability to register both transactions in this registration statement.

    Response:
    We have elected to file separate registration statements for each transaction.

United
States Securities and Exchange Commission

October
30, 2023

Page
4

1.
We note your response to comment 1 that pursuant to the Securities Purchase Agreement you will issue Series E Preferred Stock and Series
A Preferred Stock. It also appears that upon consummation of the spin-off you will have outstanding shares of Class A common stock and
Class B common stock. Please 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 discuss the risks posed by such capital structure, including but not limited to, risks relating to the potential
effects on the price of your common stock, if any.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) pages 2 and 49 of the IPO S-1 and (b) the cover
page and pages 20, 55 and 56 of the Spin Off S-1, to address the Staff’s request. The Series E Preferred Stock was issued by Healthier
Choices Management Corp., HCWC’s parent company. In connection with such purchase, each of the the purchasers of this HCMC
Series E Preferred Stock agreed to also purchase the HCWC Series A Preferred Stock in the same aggregate purchase price amount as the
HCMC Series E Preferred Stock they acquired.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

/s/
Martin T. Schrier

Martin
T. Schrier

cc:
John Ollet

EXHIBIT
3

Historical
net tangible book value as of June 30, 2023

Shares
Outstanding vs. Shares on Capitalization Table

EXHIBIT
8