Registration No. 333-275209
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8 to FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEALTHY CHOICE WELLNESS CORP.
(Exact name of registrant as specified in its charter)
Delaware | 5411 | 88-4128927 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (Employer Identification Number) |
3800 North 28th Way
Hollywood, FL 33020
(305) 600-5004
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey Holman
Chief Executive Officer
3800 North 28th Way
Hollywood, FL 33020
(305) 600-5004
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Martin, T. Schrier, Esq.
Cozen O’Connor
200 S. Biscayne Boulevard
30th Floor
Miami, FL 33131
Tel: 305-704-5954
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
The sole purpose of this amendment is to file certain exhibits to the Registration Statement, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.
Item 16. Exhibits and Consolidated Financial Statement Schedules.
+ Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hollywood, State of Florida, on September 12, 2024.
Healthy Choice Wellness Corp. | ||
By: | /s/ Jeffrey E. Holman | |
Jeffrey E. Holman | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Jeffrey E. Holman | ||||
Jeffrey E. Holman | Chairman, Chief Executive Officer and Director (Principal Executive Officer) | September 12, 2024 | ||
/s/ John Ollet | ||||
John Ollet | Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | September 12, 2024 | ||
* | ||||
Ben Myers | Director | September 12, 2024 | ||
* | ||||
Gary Bodzin | Director | September 12, 2024 | ||
/s/ Michael Lerman | ||||
Michael Lerman | Director | September 12, 2024 |
*By: | /s/ Jeffrey E. Holman | |||
Jeffrey E. Holman | ||||
Attorney-In-Fact |