Healthier Choices Mgmt Corp (HCMC)

[BeeDoubleU]

The Series A Warrants, described on page 19 of this report, became exercisable commencing January 23, 2016. The Series A warrants contain a cashless exercise feature that provides for the issuance of a number of shares of our common stock that increases as the trading market price of our common stock decreases. Approximately 43,100 Series A Warrants have been exercised in cashless exercises through April 6, 2016, resulting in the issuance of 64.3 million shares of common stock. If all of the remaining 1,031,670 Series A warrants were exercised pursuant to a cashless exercise and the closing bid price of our common stock as of the two trading days prior to the time of such exercise was $0.0037 per share or less and the Black Scholes Value is $75.7567 (the Black Scholes Value as of April 6, 2016), then a total of approximately 21.1 billion shares of our common stock would need to be issued to the holders of such Series A warrants. This amount exceeds the 4.94 billion shares the Company has available to issue. The potential for such highly dilutive exercise of the Series A Warrants may depress the price of our common stock regardless of the Company’s business performance, and could encourage short selling by market participants, especially if the trading price of our common stock begins to decrease. In any such event, your investment will be adversely affected.