United States securities and exchange commission logo
July 23, 2020
Clark A. Marcus
Chief Executive Officer and Chairmann
Advanzeon Solutions, Inc.
2901 W. Busch Blvd.
Suite 701
Tampa, Florida 33618
Re: Advanzeon
Solutions, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed April 9, 2020
and Amended July 8, 2020
File No. 001-09927
Dear Mr. Marcus:
We have reviewed your July 8, 2020 amendment and response to our
comment letter and
have the following comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to these comments within 10 business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 24, 2020 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2019
Business
The Master Distributor Agreement, page 8
1. We acknowledge your
response to prior comment 1. Given that you indicate in your
response that this
agreement is disclosed on account of the scope of operations that will be
handled pursuant to the
agreement, please provide us your analysis supporting your
apparent conclusion
that you are not substantially dependent on this agreement. In your
response, tell us when
you signed the agreement, the volume of your business resulting
from this agreement in
2019, the first half of 2020 and your expectations of volume in the
future. Otherwise,
please amend your filing to provide this agreement as a material
contract. See Item
601(10)(b)(ii)(B) of Regulation S-K.
Clark A. Marcus
Advanzeon Solutions, Inc.
July 23, 2020
Page 2
Exhibits
2. We acknowledge your response to prior comment 3. Although you changed
the Exhibit
Index on page 58 to be consistent with the order in which you present
Exhibits 31 and 32,
this order is inverted. To the extent you amend this filing to provide
a material contract in
response to the preceding comment, please ensure that you provide the
certifications under
Section 302 of the Sarbanes Oxley Act of 2002 (SOX) as Exhibits 31 as
required by Item
601(b)(31) of Regulation S-K and the certifications under Section 906
of SOX as Exhibits
32 as required by Item 601(b)(32) of Regulation S-K. Otherwise, please
represent to us
that you will ensure the proper ordering of these exhibits in all
future filings on Forms 10-
K and 10-Q. In addition, when you amend your March 31, 2020 Form 10-Q
as
represented in response to the second bullet of prior comment 3,
ensure that you also
provide the equity statement from the first quarter of 2019 consistent
with prior comment
2.
You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at
(202) 551-
3474 if you any questions.
FirstName LastNameClark A. Marcus Sincerely,
Comapany NameAdvanzeon Solutions, Inc.
Division of
Corporation Finance
July 23, 2020 Page 2 Office of
Finance
FirstName LastName