Healthy Choice Wellness Corp. Files IPO Amendment

TL;DR

HCWC filing amendment for IPO - looks like they're still aiming to go public.

AI Summary

Healthy Choice Wellness Corp. filed an S-1/A amendment on May 24, 2024, for its initial public offering. The company, incorporated in Delaware with its principal executive offices at 3800 North 28th Way, Hollywood, FL 33020, is seeking to register an unspecified number of securities. Jeffrey Holman serves as the Chief Executive Officer.

Why It Matters

This filing indicates that Healthy Choice Wellness Corp. is moving forward with its plan to become a publicly traded company, which could provide it with capital for expansion and increase its visibility.

Risk Assessment

Risk Level: medium — As a company in the process of an initial public offering, there is inherent risk associated with its future performance and market reception.

Key Numbers

• 333-274435 — SEC File Number (Identifies the specific SEC registration)
• 0001948864 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• HEALTHY CHOICE WELLNESS CORP. (company) — Registrant
• Jeffrey Holman (person) — Chief Executive Officer
• 3800 North 28th Way, Hollywood, FL 33020 (location) — Principal Executive Offices
• Martin T. Schrier (person) — Legal Counsel
• Cozen O’Connor (company) — Legal Counsel
• Barry I. Grossman (person) — Legal Counsel
• Sarah E. Williams (person) — Legal Counsel
• Justin Grossman (person) — Legal Counsel
• Ellenoff Grossman & Schole LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $9.00 — common stock is expected to be between $9.00 and $11.00 per share and the number of
• $11.00 — ock is expected to be between $9.00 and $11.00 per share and the number of shares of C
• $10.00 — based upon an assumed offering price of $10.00 per share, the midpoint of such estimat
• $13.25 million — ceeds from such offering expected to be $13.25 million. The institutional investors that acqui
• $1,000 — -Off transaction. The purchase price is $1,000 per share of Series A Preferred Stock.
• $4 m — in this offering will be approximately $4 million, based on an assumed offering pri
• $10 — , based on an assumed offering price of $10 per share, and before deducting the und
• $4,600,000 b — ur gross proceeds will be approximately $4,600,000 before any underwriting discounts and com
• $1.07 b — which our annual gross revenues exceed $1.07 billion, (b) the last day of the fiscal y
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prec

Filing Documents

• forms-1a.htm (S-1/A) — 2226KB
• ex10-13.htm (EX-10.13) — 8KB
• ex10-14.htm (EX-10.14) — 4KB
• ex10-15.htm (EX-10.15) — 103KB
• ex10-16.htm (EX-10.16) — 142KB
• ex10-17.htm (EX-10.17) — 862KB
• ex10-18.htm (EX-10.18) — 26KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 16KB
• forms-1a_001.jpg (GRAPHIC) — 14KB
• ex10-13_001.jpg (GRAPHIC) — 613KB
• ex10-13_002.jpg (GRAPHIC) — 402KB
• ex10-13_003.jpg (GRAPHIC) — 495KB
• ex10-13_004.jpg (GRAPHIC) — 618KB
• ex10-13_005.jpg (GRAPHIC) — 639KB
• ex10-13_006.jpg (GRAPHIC) — 616KB
• ex10-13_007.jpg (GRAPHIC) — 601KB
• ex10-13_008.jpg (GRAPHIC) — 198KB
• ex10-13_009.jpg (GRAPHIC) — 482KB
• ex10-13_010.jpg (GRAPHIC) — 259KB
• ex10-14_001.jpg (GRAPHIC) — 307KB
• ex10-14_002.jpg (GRAPHIC) — 305KB
• ex10-14_003.jpg (GRAPHIC) — 324KB
• ex10-14_004.jpg (GRAPHIC) — 67KB
• 0001493152-24-021413.txt ( ) — 11577KB

Underwriting

Underwriting Discounts and Commissions Proceeds to Us Per Share $ 10.00 $ $ Total $ 4,000,000 $ We have granted the representative of the underwriters the right to purchase an additional 60,000 shares of our Class A common stock to cover over-allotments. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities. The underwriters expect to deliver the shares of Class A common stock to purchasers on _______, 2024. Sole Book-Running Manager Maxim Group LLC The date of this prospectus is , 2024. ii Page SUMMARY OF THE BUSINESS 3 THE OFFERING 3

RISK FACTORS

RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 15

BUSINESS

BUSINESS 16 DETERMINATION OF OFFERING PRICE 26 DIVIDEND POLICY 27 CAPITALIZATION 27

DILUTION

DILUTION 28 SELECTED HISTORICAL CONSOLIDATED CARVE-OUT FINANCIAL DATA 29 SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED CARVE-OUT FINANCIAL INFORMATION 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 MANAGEMENT 46 PRINCIPAL STOCKHOLDERS 54 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 54 SHARES ELIGIBLE FOR FUTURE SALE 54 DESCRIPTION OF MATERIAL INDEBTEDNESS 56 DESCRIPTION OF OUR CAPITAL STOCK 56

UNDERWRITING

UNDERWRITING 59 LEGAL MATTERS 62 EXPERTS 62 WHERE YOU CAN FIND ADDITIONAL INFORMATION 62 INDEX TO FINANCIAL STATEMENTS F-1 iii TRADEMARKS This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our securities, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled “Where You Can Find Additional Information.” You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We take no responsibility for and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any j

View Full Filing

View this S-1/A filing on SEC EDGAR