Correspondence 0001493152-24-025136 from HEALTHY CHOICE WELLNESS CORP. (HCWC)
HEALTHY CHOICE WELLNESS CORP.
Date: June 25, 2024 · CIK: 0001948864 · Accession: 0001493152-24-025136
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275209
Referenced dates: June 21, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Scott Anderegg Healthy Choice Wellness Corp. Registration Statement on Form S-1 Filed May 24, 2024 File No. 333-275209
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 June 21, 2024 regarding the Company’s registration statement on Form S-1 submitted to the Commission on May 24, 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 is 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.
Questions and Answers About the Spin-Off, page 2
1. Please revise to include relevant Q&As explaining the mechanics and interaction between the spin-off and the Offering, including what will happen if the offering does not meet listing standards or does not price at a value that will support listing, and what you will do if you are unable to complete the offering and how you will unwind the distribution.
RESPONSE: The Company acknowledges the Staff’s comment and the disclosure on page 5 of Amendment No. 4 has been revised to include an additional “Question & Answer”. This additional disclosure clarifies the mechanics and interaction between the Spin-Off and the Offering. This disclosure includes information on (1) what will happen if the offering does not meet listing standards of the NYSE American exchange or the offering does not price at a value that will support such listing, and (2) what the Company will do if it is unable to complete the offering and how the Company will terminate the Distribution.
Listing and Trading of the Class A common stock, page 62
2. Please revise your disclosure in this section to remove the statement that HCWC meets certain NYSE American listing standards, and clarify that these are the standards HCWC will have to meet to successfully list on this exchange.
RESPONSE: The Company acknowledges the Staff’s comment and the disclosure on page 62 of Amendment No. 4 has been revised to clarify the certain NYSE American listing standards that the Company will need to meet in order to have its Class A common stock approved for listing.
Page 2 General
3. We note your revisions in response to our prior comment 8. However, we note that in multiple places throughout, including on the prospectus cover page, you do not clearly state that the NYSE American exchange listing relates to your public offering and not the distribution. In each place that you discuss conditions to completion of the spin-off, please make clear that the NYSE American exchange listing relates only to your public offering, and the spin-off will not occur if you do not successfully list on the NYSE American exchange in connection with the offering.
RESPONSE: The Company acknowledges the Staff’s comment and the disclosure throughout Amendment No. 4 has been revised to clarify that (1) the NYSE American exchange listing relates to the offering and not the Distribution and (2) the spin-off will not occur if the Company does not successfully list on the NYSE American exchange in connection with the offering.
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
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CORRESP
1
filename1.htm
June
25, 2024
Martin
T. Schrier
Direct
Phone 305-704-5954
Direct
Fax 786-220-0209
mschrier@cozen.com
VIA
EDGAR
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.
Registration
Statement on Form S-1
Filed
May 24, 2024
File
No. 333-275209
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 June 21, 2024 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on May 24, 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 is 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.
Questions
and Answers About the Spin-Off, page 2
1. Please
revise to include relevant Q&As explaining the mechanics and interaction between the
spin-off and the Offering, including what will happen if the offering does not meet listing
standards or does not price at a value that will support listing, and what you will do if
you are unable to complete the offering and how you will unwind the distribution.
RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on page 5 of Amendment No. 4 has been revised to include an additional
“Question & Answer”. This additional disclosure clarifies the mechanics and interaction between the Spin-Off and the
Offering. This disclosure includes information on (1) what will happen if the offering does not meet listing standards of the NYSE American
exchange or the offering does not price at a value that will support such listing, and (2) what the Company will do if it is unable to
complete the offering and how the Company will terminate the Distribution.
Listing
and Trading of the Class A common stock, page 62
2. Please
revise your disclosure in this section to remove the statement that HCWC meets certain NYSE
American listing standards, and clarify that these are the standards HCWC will have to meet
to successfully list on this exchange.
RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on page 62 of Amendment No. 4 has been revised to clarify the certain
NYSE American listing standards that the Company will need to meet in order to have its Class A common stock approved for listing.
Page
2 General
3. We
note your revisions in response to our prior comment 8. However, we note that in multiple
places throughout, including on the prospectus cover page, you do not clearly state that
the NYSE American exchange listing relates to your public offering and not the distribution.
In each place that you discuss conditions to completion of the spin-off, please make clear
that the NYSE American exchange listing relates only to your public offering, and the spin-off
will not occur if you do not successfully list on the NYSE American exchange in connection
with the offering.
RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure throughout Amendment No. 4 has been revised to clarify that (1)
the NYSE American exchange listing relates to the offering and not the Distribution and (2) the spin-off will not occur if the Company
does not successfully list on the NYSE American exchange in connection with the offering.
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