EXHIBIT 99.5
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED MAY 18, 2021 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT, BY CALLING (888) 789-8409.
HEALTHIER CHOICES MANAGEMENT CORP.
BENEFICIAL OWNER ELECTION FORM
I (We), the beneficial owner(s) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Healthier Choices Management Corp., a Delaware corporation (the “Company”), acknowledge receipt of your letter, the prospectus dated May 18, 2021 (the “Prospectus”), and the other enclosed materials relating to the offering of shares of Common Stock issuable upon the exercise of subscription rights (“Subscription Rights”) as described in the Prospectus.
In this form, I (we) instruct you whether to exercise Subscription Rights to purchase shares of Common Stock distributed with respect to the Common Stock held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Form of Instructions as to use of Healthier Choices Management Corp. Non-Transferable Subscription Rights Certificates.”
I (We) hereby instruct you as follow:
(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)
| Box 1. ☐ | Please DO NOT EXERCISE SUBSCRIPTION RIGHTS for shares of Common Stock. |
| If you checked Box 1, please sign and date this form and mail it to your broker, custodian bank or your other nominee that holds your shares. |
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| Box 2. ☐ | Please EXERCISE SUBSCRIPTION RIGHTS for shares of Common Stock as set forth below. |
| If you checked Box 2, please fill out the table shown below. Next, please check Box 3 and/or Box 4, as applicable, and fill out the information indicated under Box 3 and/or Box 4, as applicable. Please then sign and date this form and mail it to your broker, custodian bank or other nominee that holds your shares. |
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| Because the Actual Subscription Price cannot be determined until June 3, 2021, stockholders exercising their Subscription Rights are in effect investing a fixed amount in the Company to receive the maximum number of shares of Common Stock issuable at the Actual Subscription Price. You will be deemed to have exercised the maximum number of Subscription Rights that may be exercised with the aggregate subscription payment you delivered to the Subscription Agent. |
| | Amount Enclosed
| | | |
| Basic Subscription Right | $___________
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| Over-Subscription Right | $___________ | | | |
Total Amount Enclosed:
| $___________
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| | | | | |
| | Number of Shares of
Common Stock Subscribed For | Per Share
Estimated*
Subscription Price | | Payment |
| Basic Subscription Right | _________ x | $0.001425
| =
| $___________ (Line 1) |
| Over-Subscription Right | _________ x | $0.001425 | =
| $___________ (Line 2) |
| Total Payment Required | | | | $___________
|
| | | | | (Sum of Lines 1 and 2) |
| *The “Estimated Subscription Price” is $0.001425 | | | | |
| Box 3. ☐ | Payment in the following amount is enclosed: $ |
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| Box 4. ☐ | Please deduct payment of $ _______ from the following account maintained by you: |
| The total of Box 3 and 4, together, must equal the sum of lines 1 and 2 from Box 2 above. |
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| Type of Account: _______________ Account No.: _________________ |
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I (We) on my (our) behalf, or on behalf of any other person(s) on whose behalf, or under whose directions, I am (we are) signing this form:
| • | irrevocably elect to purchase the number of shares of Common Stock indicated above upon the terms and conditions specified in the Prospectus; and |
| • | agree that if I (we) fail to pay for the shares of Common Stock I (we) have elected to purchase, you may exercise any remedies available to you under law. |
Name of beneficial owner(s):
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| Signature of beneficial owner(s): | |
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Date:
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| If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information: |
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| Name: | |
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| Capacity: | |
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Address (including Zip Code):
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Telephone Number:
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PLEASE MAKE SURE THAT YOU USE THE CORRECT ADDRESS. You may want to check this address with your broker.
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