SecProbe.io

CORRESP
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filename1.htm

    May
    24, 2024

    Martin
                                            T. Schrier

    Direct
                                            Phone 305-704-5954

    VIA
                                            EDGAR

    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

    Erin
                                            Jaskot

    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
Mr. Anderegg and Ms. Jaskot:

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 May 15, 2024 regarding the
Company’s Amendment No. 3 to registration statement on Form S-1 submitted to the Commission on February 13, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

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 Amendment No. 4.

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.

RESPONSE:
The Company acknowledges the Staff’s comment. Albert’s Organics, Inc. (“Albert’s”) is a subsidiary of UNFI
and the Company’s purchases from Albert’s are combined with its purchases from UNFI in the Company’s disclosures in
Amendment No. 4 on pages 7 and 20. The sole reference made specifically to Albert’s appears in Note 4 of the Green’s Natural
Food (“Green’s”) unaudited financial statements and is related to Albert’s comprising 54% of Green’s purchases
for the nine-month period ended September 30, 2022.

200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940           800.215.2137            305.704.5955 Fax            cozen.com

On
page 7 of Amendment No. 4, the Company clarifies that Albert’s is a subsidiary of UNFI. Additional disclosure has been added on
page 7 in Amendment No. 4 stating the consolidated Company’s total purchases from UNFI and entities controlled by UNFI (including
Albert’s) were (1) for the three months ended March 31, 2024 and 2023, approximately 37% and 43%, respectively, and (2) for the
twelve months ended December 31, 2023 and 2022, approximately 41% and 36%, respectively.

The
Company has disclosed the material terms of its agreements with UNFI on page 20 of the Amendment No. 4 and has filed the agreement with
UNFI (together with an amendment) as Exhibits 10.13 and 10.14 to Amendment No. 4.

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 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.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company will only be registering for resale the shares of common stock underlying
the Bridge Warrants. The Bridge Warrants were issued on April 8, 2024 and remain outstanding. The Series A Preferred Stock has not been
issued and the Company will not be registering any common stock underlying those securities pursuant to the Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has revised the selling stockholder table on page Alt-4 to indicate the
shares of common stock being registered for resale are underlying the Bridge Warrants. These Bridge Warrants were issued to the selling
stockholders on April 8, 2024. Disclosure has been added on page Alt -1 of Amendment No. 4 to describe the agreements related to the
Bridge Warrants. The Company has filed the form of Bridge Warrant and related agreements as Exhibits 10.10, 10.11, 10.15 and 10.16 to
Amendment No. 4.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and provides the following explanation of how the underwriting discounts and commissions
and estimated expenses of the offering were reflected in the capitalization table. The Company will issue and sell 400,000 shares of
common stock in the offering at an assumed offering price of $10.00 per share, net of commissions, underwriting discounts and offering
expenses. Offering costs consist principally of professional and registration fees related to the offering incurred or expected to be
incurred that are related to the offering. The Company expects to incur total costs amounting to approximately $2,000,000 as a result
of the offering (consisting of $320,000 underwriting fees and $1,680,000 of other offering costs). Pursuant to a written
agreement between the parties, HCMC will pay for the aggregate offering costs. The Company will reimburse HCMC for the aggregate offering
costs by issuing 200,000 shares of HCWC Class A common stock (presuming a $10.00 per share IPO offering price) to HCMC. Accordingly,
the recording of the offering costs and the issuance of the common stock have no net effect on the Company’s equity.

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