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Correspondence 0001493152-24-029000 from HEALTHY CHOICE WELLNESS CORP. (HCWC)

HEALTHY CHOICE WELLNESS CORP.
Date: July 24, 2024 · CIK: 0001948864 · Accession: 0001493152-24-029000

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File numbers found in text: 333-274435, 333-275209

Referenced dates: July 19, 2024

Date
July 24, 2024
Author
/s/
Form
CORRESP
Company
HEALTHY CHOICE WELLNESS CORP.

Letter

VIA EDGAR United States Securities and Exchange Commission Attention: Scott Anderegg Re: Healthy Choice Wellness Corp. Amendment No. 4 to Registration Statement on Form S-1 Response dated July 19, 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 July 19, 2024 regarding the Company’s Amendment No. 4 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. 5 to the Registration Statement (“Amendment No. 5”).

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.

Amendment No. 4 to Form S-1 General

1. Please revise to reflect the comments we issued on July 19, 2024 relating to your Form S-1 (file no. 333-274435).

RESPONSE: The Company acknowledges the Staff’s comment and Amendment No. 5 has been revised to reflect the comments issued in connection with our Form S-1 (file no. 333-274435).

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

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. 4 to Registration Statement on Form S-1

    Response
    dated July 19, 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 July 19, 2024 regarding
the Company’s Amendment No. 4 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. 5 to the Registration Statement (“Amendment No. 5”).

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.

Amendment
No. 4 to Form S-1 General

    1.
    Please
    revise to reflect the comments we issued on July 19, 2024 relating to your Form S-1 (file no. 333-274435).

    RESPONSE:
    The Company acknowledges the Staff’s comment and Amendment No. 5 has been revised to reflect the comments issued in connection
    with our Form S-1 (file no. 333-274435).

    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

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