Correspondence 0001493152-24-028995 from HEALTHY CHOICE WELLNESS CORP. (HCWC)
HEALTHY CHOICE WELLNESS CORP.
Date: July 24, 2024 · CIK: 0001948864 · Accession: 0001493152-24-028995
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274435
Referenced dates: July 19, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Scott Anderegg Re: Healthy Choice Wellness Corp. Amendment No. 5 to Registration Statement on Form S-1 Response dated July 19, 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 July 19, 2024 regarding the Company’s Amendment No. 5 to registration statement on Form S-1 submitted to the Commission on June 26, 2024 (the “Registration Statement”).
This letter is being filed with the Commission with Amendment No. 6 to the Registration Statement (“Amendment No. 6”).
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. 5.
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
July 24, 2024
Page 2
Amendment No. 5 to Form S-1
Prospectus Cover Page, page ii
1. Please disclose prominently on the prospectus cover page that Healthy Choice Wellness Corp will be spun-off from Healthier Choices Management Corp, which currently is quoted on the OTC Pink at $0.0001 and has a 52-week range of $0.0000 - $0.0001. Disclose that HCMC prior to the spin-off is substantially the same company as HCWC after the spin-off, yet the offering price of $9.00 to $11.00 is substantially greater than the OTC Pink quotation of $0.0001.
RESPONSE: The Company acknowledges the Staff’s comment and Amendment No. 5 includes the requested disclosure on the cover page of the prospectus.
Risk Factors, page 4
2. You disclose that one of the factors considered in determining the offering price was the valuation prepared by Newbridge Securities Corporation in February 2024. Please add risk factor disclosure in the front of the risk factors section indicating that the price of the July 19, 2024 offering and the value of HCMC as reported in the valuation report are substantially higher than the current quotation price of Healthier Choices Management of $0.0001 on OTC Pink. Disclose the comparable companies used in the valuation report, such as Costco Wholesale Corporation, Sysco Corporation and Casey’s General Stores, Inc. and indicate the annual revenues and market capitalization for these comparable companies and how this compares to HCWC. Discuss the difference in industry focus of companies such as Costco with companies like HCMC, as HCMC appears to operate in a more specialized market than Costco. Indicate the risks of using these companies as comparables in the valuation analysis, including in the discounted cash flow analysis, and how this could have influenced or impacted the implied equity value of HCMC. Disclose the risk to investors if the market value of HCMC, once listed on the exchange, is significantly lower than the value in the valuation report.
RESPONSE: The Company acknowledges the Staff’s comment and Amendment No. 5 includes a new risk factor that
● indicates that the price of the Offering and the value of HCMC as reported in the valuation report are substantially higher than the current quotation price of Healthier Choices Management on OTC Pink;
● discloses industry focus, annual revenues and market capitalization of comparable companies used in the Newbridge Securities Corporation February 2024 valuation;
● outlines the risks of using these companies as comparables in the valuation analysis; and
● discloses the risk to investors if the market value of HCWC, once listed on the exchange, is significantly lower than the value in the valuation report.
United States Securities and Exchange Commission
July 24, 2024
Page 3
Neither we nor HCMC can assure you as to the trading price..., page 13
3. Please revise here to disclose the most recent quotation price of HCMC on OTC Pink as compared to the price range for this offering of $9.00 to $11.00. Quantify the trading price of HCMC if it is less than the quotation price of HCMC prior to the Spin-Off, as you disclose is possible. Indicate that, aside from certain intellectual property, the business of HCMC before the spin-off and HCWC after the spin-off are identical. Elsewhere that you discuss the trading price or market price of HCWC, indicate that its pre-spin-off quotation on OTC Pink is $0.0001.
RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 13 of Amendment No. 5 to (1) include the most recent quotation price and (2) provide disclosure on the material differences between HCMC business prior to the Spin Off and the HCWC business after the Spin Off. We have referenced the HCMC most recent quotation price elsewhere in Amendment No. 5 where applicable to the HCWC trading price post Spin-Off.
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
Show Raw Text
CORRESP
1
filename1.htm
Martin
T. Schrier
Direct
Phone 305-704-5954
Direct
Fax 786-220-0209
mschrier@cozen.com
July
24, 2024
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.
Amendment
No. 5 to Registration Statement on Form S-1
Response
dated July 19, 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 July 19, 2024 regarding
the Company’s Amendment No. 5 to registration statement on Form S-1 submitted to the Commission on June 26, 2024 (the “Registration
Statement”).
This
letter is being filed with the Commission with Amendment No. 6 to the Registration Statement (“Amendment No. 6”).
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. 5.
200
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
July 24, 2024
Page 2
Amendment
No. 5 to Form S-1
Prospectus
Cover Page, page ii
1. Please
disclose prominently on the prospectus cover page that Healthy Choice Wellness Corp will
be spun-off from Healthier Choices Management Corp, which currently is quoted on the OTC
Pink at $0.0001 and has a 52-week range of $0.0000 - $0.0001. Disclose that HCMC prior to
the spin-off is substantially the same company as HCWC after the spin-off, yet the offering
price of $9.00 to $11.00 is substantially greater than the OTC Pink quotation of $0.0001.
RESPONSE:
The Company acknowledges the Staff’s comment and Amendment No. 5 includes the requested disclosure on the cover page of the prospectus.
Risk
Factors, page 4
2. You
disclose that one of the factors considered in determining the offering price was the valuation
prepared by Newbridge Securities Corporation in February 2024. Please add risk factor disclosure
in the front of the risk factors section indicating that the price of the July 19, 2024 offering
and the value of HCMC as reported in the valuation report are substantially higher than the
current quotation price of Healthier Choices Management of $0.0001 on OTC Pink. Disclose
the comparable companies used in the valuation report, such as Costco Wholesale Corporation,
Sysco Corporation and Casey’s General Stores, Inc. and indicate the annual revenues
and market capitalization for these comparable companies and how this compares to HCWC. Discuss
the difference in industry focus of companies such as Costco with companies like HCMC, as
HCMC appears to operate in a more specialized market than Costco. Indicate the risks of using
these companies as comparables in the valuation analysis, including in the discounted cash
flow analysis, and how this could have influenced or impacted the implied equity value of
HCMC. Disclose the risk to investors if the market value of HCMC, once listed on the exchange,
is significantly lower than the value in the valuation report.
RESPONSE:
The Company acknowledges the Staff’s comment and Amendment No. 5 includes a new risk factor that
● indicates
that the price of the Offering and the value of HCMC as reported in the valuation report
are substantially higher than the current quotation price of Healthier Choices Management
on OTC Pink;
● discloses
industry focus, annual revenues and market capitalization of comparable companies used in
the Newbridge Securities Corporation February 2024 valuation;
● outlines
the risks of using these companies as comparables in the valuation analysis; and
● discloses
the risk to investors if the market value of HCWC, once listed on the exchange, is significantly
lower than the value in the valuation report.
United States Securities and Exchange Commission
July 24, 2024
Page 3
Neither
we nor HCMC can assure you as to the trading price..., page 13
3. Please
revise here to disclose the most recent quotation price of HCMC on OTC Pink as compared to
the price range for this offering of $9.00 to $11.00. Quantify the trading price of HCMC
if it is less than the quotation price of HCMC prior to the Spin-Off, as you disclose is
possible. Indicate that, aside from certain intellectual property, the business of HCMC before
the spin-off and HCWC after the spin-off are identical. Elsewhere that you discuss the trading
price or market price of HCWC, indicate that its pre-spin-off quotation on OTC Pink is $0.0001.
RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 13 of Amendment No. 5 to (1) include the most
recent quotation price and (2) provide disclosure on the material differences between HCMC business prior to the Spin Off and the HCWC
business after the Spin Off. We have referenced the HCMC most recent quotation price elsewhere in Amendment No. 5 where applicable to
the HCWC trading price post Spin-Off.
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
cc:
John Ollet