Healthier Choices Mgmt Corp (HCMC)

[DaleG]

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to 19,000,000 shares of common stock contained in the Units (upon conversion of the Series A Preferred Stock), at a public offering price of $[_______] per Unit and after deducting discounts and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $[______] per share, at the public offering price, assuming no exercise of the warrants contained in the Units or issued to the underwriter. To the extent these warrants are ultimately exercised for common stock, you will sustain future dilution.