Correspondence 0001493152-24-036045 from HEALTHY CHOICE WELLNESS CORP. (HCWC)
HEALTHY CHOICE WELLNESS CORP.
Date: Sept. 12, 2024 · CIK: 0001948864 · Accession: 0001493152-24-036045
AI Filing Summary & Sentiment
File numbers found in text: 333-275209
Referenced dates: September 12, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Scott Anderegg Re: Healthy Choice Wellness Corp. Amendment No. 7 to Registration Statement on Form S-1 Filed September 11, 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 September 12, 2024, regarding the Company’s Amendment No. 7 to registration statement on Form S-1 submitted to the Commission on September 11, 2024 (the “Registration Statement”).
This letter is being filed with the Commission with Amendment No. 8 to the Registration Statement (“Amendment No. 8”).
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. 7.
Amendment No. 7 to Form S-1 filed September 11, 2024
Exhibits
1. Revise the tax opinion to include counsel’s consent to the prospectus discussion of such opinion, the reproduction of the opinion as an exhibit, and being named in the registration statement. Please also remove or revise the statement stating that counsel is furnishing this opinion solely to and for the benefit of the transactions and the opinion is not to be relied upon for any other purpose or by any other person without your prior written consent. Investors are entitled to rely upon your opinion.
RESPONSE: The Company acknowledges the Staff’s comment. The Company has revised the tax opinion to include counsel’s consent to (1) the prospectus discussion of such opinion, (2) the reproduction of the opinion as an exhibit, and (3) being named in the registration statement. The opinion has also been revised to remove the statement stating that counsel is furnishing this opinion solely to and for the benefit of the transactions and the opinion is not to be relied upon for any other purpose or by any other person without counsel’s prior written consent.
South Biscayne Boulevard 30th Floor, Miami, FL 33131
305.704.5940 800.215.2137 305.704.5955 Fax cozen.com
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
September
12, 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. 7 to Registration Statement on Form S-1 Filed
September
11, 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 September 12, 2024, regarding
the Company’s Amendment No. 7 to registration statement on Form S-1 submitted to the Commission on September 11, 2024 (the “Registration
Statement”).
This
letter is being filed with the Commission with Amendment No. 8 to the Registration Statement (“Amendment No. 8”).
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. 7.
Amendment
No. 7 to Form S-1 filed September 11, 2024
Exhibits
1. Revise
the tax opinion to include counsel’s consent to the prospectus discussion of such opinion,
the reproduction of the opinion as an exhibit, and being named in the registration statement.
Please also remove or revise the statement stating that counsel is furnishing this opinion
solely to and for the benefit of the transactions and the opinion is not to be relied upon
for any other purpose or by any other person without your prior written consent. Investors
are entitled to rely upon your opinion.
RESPONSE:
The Company acknowledges the Staff’s comment. The Company has revised the tax opinion to include counsel’s consent to (1)
the prospectus discussion of such opinion, (2) the reproduction of the opinion as an exhibit, and (3) being named in the registration
statement. The opinion has also been revised to remove the statement stating that counsel is furnishing this opinion solely to and for
the benefit of the transactions and the opinion is not to be relied upon for any other purpose or by any other person without counsel’s
prior written consent.
200
South Biscayne Boulevard 30th Floor, Miami, FL 33131
305.704.5940
800.215.2137
305.704.5955 Fax
cozen.com
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