FCHS 10-K & 10-Q changes, risk factors and insider trading

During the year ended December 31, 2024,2025, the Company experienced operating losses of approximately $1.3$2.7 million, net loss of approximately $3.8$6.9 million and corresponding cash outflows from operations of approximately $1.7 million.$549,019. This performance reflected challenges in operating and restructuring the Company as a result of previous issues that confronted the Company in the healthcare market such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, the negative impact of the former CEO’s indictment in November 2018, the bankruptcy from June 2020, and COVID-19. As a result of the CEO’s actions, the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations. Additionally, headcount was reduced in October 2021 and again in January 2023 to generate reductions in operating costs while the Company focused on developing and executing its future business strategy.

Public health crises such as pandemics or similar outbreaks could adversely impact our business. The continued spread of an outbreak globally could adversely impact our operations, including our ability to recruit and retain patients and staff who, as healthcare providers, may have heightened exposure to such outbreaks if an outbreak occurs in their geography. For instance, during the outbreak of Covid-19, patients in Florida did not have access to elective services due to stringent restrictions in this regard within the state. As a result, this led to significant reduction in revenues as many of the services/ treatments that the Company provided during the time were elective in nature. Further, as a result of an outbreak in affected geographies that we rely upon, we may experience delays in sourcing supplies for our diagnostic equipment and pharmaceuticals that we intend to sell as part of our compounding pharmacy and operations at our primary care clinics. Any negative impact that such outbreaks have on patient acquisition or treatment could adversely affect our ability to maintain operations, increase our operating expenses, and have a material adverse effect on our financial results.

We may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our business operations and to acquire or develop new primary care clinics. We believe that we have access to capital resources through possible public or private equity offerings, debt financing, corporate collaborations, or other means. If the economic climate in the United States does not continue to improve or further deteriorates, our ability to raise additional capital could be negatively impacted. If we are unable to secure additional capital, we may be required to curtail our initiatives and take additional measures to reduce costs to conserve our cash in amounts sufficient to sustain operations and meet our financial obligations.

We may not be able to achieve the expected benefits from opening new primary care clinics, which would adversely affect our financial condition and results.

We plan to rely on hiring additional Nurse Practitioners to create branded primary care clinics as a method of expanding our business. If we do not successfully integrate integrate such new primary care clinics, we may not realize the anticipated operating advantages and cost savings. The integration of these new primary care clinics into our business operations involves several risks, including:

If we are unable to attract and retain qualified medical professionals, our ability to maintain operations attract patients or open new primary care clinics could be negatively affected.

We generate our revenues through Nurse Practitioners and clinical staff who work for us to perform medical services and procedures. The retention of those medical professionals is a critical factor in the success of our clinics, and the hiring of qualified medical professionals is a critical factor in our ability to launch new primary care clinics successfully. However, at times it may be difficult for us to retain or hire qualified medical professionals. If we are unable consistently to hire and retain qualified medical professionals, our ability to open new clinics, maintain operations at existing clinics, and attract patients could be materially and adversely affected.

We require medical professionals and marketing persons with experience in our industry to operate and market our primary care clinic services. It is impossible to predict the availability of qualified persons or the compensation levels that will be required to hire them. The loss of the services of any member of our senior management or our inability to hire qualified people at economically reasonable compensation levels could adversely affect our ability to operate and grow our business.

We plan to be bill government payers for our primary caremedical services. Billing to Medicare and Medicaid programs presents several risks that our providers must carefully manage to avoid severe financial, legal, and operational consequences. These risks include:

Operating primary care clinics in multiple states, billing multiple commercial payers creates the need for additional administrative staff may lead to higher overhead costs, and recurring coding and billing training for our clinic level staff.

Our strategy of operating multiple primary care clinics across different states creates heightened risks when managing the billing and compliance processes with commercial payers for reimbursement. For commercial payers, contracts often differ from one state to another, with varying eligibility verification verification requirements, reimbursement structures, billing and coding requirements, and appeals processes. Managing these differences across multiple states may add administrative complexity and costs, increasing the chances of errors, delays, and potential financial losses.

Managing billing across multiple states creates an increased administrative burden, potentially straining the Company’s resources. With each state having its own payer landscape and rules, clinics may need dedicated billing specialists familiar with local laws and payer guidelines. Ensuring proper training and oversight across a dispersed network of clinics is critical to reducing the risk of claim errors or compliance breaches. If billing errors occur, clinics face delays in reimbursement, thereby impacting cash flow. Moreover, the administrative cost of managing appeals, correcting claim rejections, and staying up-to-dateup to date with evolving regulations can be significant and may reduce our profitability and operational efficiency.

The healthcare industry is subject to extensive and complex federal, state and local laws and regulations, compliance with which imposes substantial costs on us. Of particular importance are the provisions summarized as follows:

Our growth strategy includes utilizing the single compounding pharmacy that is part of the LiveWell acquisition to supply all personalized medications for the initial expansion of our primary care clinics. Any disruption in component supplies may create a significant risk to our consistent delivery of personalized medication and the delivery of our quality of lifequality-of-life services.

Supply chain disruptions pose significant risks to our compounding pharmacy supplying multiple clinics within a specific geographic region. A disruption in the supply of key pharmaceutical ingredients or packaging materials could lead to delayed or incomplete personalized medication deliveries, which in turn can affect patient satisfaction and our projected revenues. Our ability to consistently supply personalized medications areis a key part of the quality of lifequality-of-life services portion of our strategy. Any interruption in the availability of raw materials could create a bottleneck, forcing the pharmacy to delay or halt production. This could result in clinics being unable to provide the quality-of-life quality of life services, undermining patient trust and clinic operations.

A single compounding pharmacy for multiple clinics creates the risk that any disruption in component supply could have a cascading effect, magnifying the impact on quality of lifequality-of-life services delivery in the region. Without multiple suppliers for critical ingredients, the Company becomes vulnerable to shortages, price fluctuations, or logistical issues, such as transport delays or customs holdups. This concentration risk leaves the compounding pharmacy exposed to market volatility or geopolitical events that could unexpectedly disrupt supply chains. As a result, we may need to source alternatives which could be more expensive or require additional validation, further straining administrative and financial resources.

Our quality of life quality-of-life services will be based primarily on the self-pay model, which could lead to fewer patients utilizing these services or the need for us to discount such services, which could limit our growth and negatively impact our operations resulting in us missing our financial projections.

The market for healthcare solutions including walk inwalk-in clinics and telehealth services is competitive. We compete in a fragmented primary care, carewellness and longevity market with direct and indirect competitors that offer varying levels of impact to our stakeholders such as insurance companies, patients, and employers. Our competitive success is contingent on our ability to simultaneously address the needs of key stakeholders efficiently and with superior outcomes at scale compared with competitors. We compete with walk-in clinics (e.g. MinuteClinic, Med Express), traditional healthcare providers, primary care medical practices (e.g. Oak Street Health, One Medical), care management and coordination, digital health (e.g. Ro, Hims, Alloy), hormone replacement specialty clinics (e.g. Herself Health, Midi, Revibe) and telehealth companies. Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, frequent new product and service introductions and changes in customer and patient requirements. If we are unable to keep pace with the evolving needs of our clients, members and partners and continue to develop and introduce new applications and services in a timely and efficient manner, demand for our solutions and services may be reduced and our business and results of operations would be harmed.

After payments by commercial healthcare insurance companies or government programs, including Medicare, the remaining portion of the cost of medical care is paid by the patient. Some of our patients may not have the financial resources to pay for the services they receive at our primary care clinics, which are ultimately not reimbursed by their healthcare payer. Accordingly, our operating results may vary based upon the impact of changes in the disposable income of patients using our services, among other economic factors. A significant decrease in consumer disposable income in a weak economy may result in a decrease in the number of visits to our clinics, and a related decline in our revenues and profitability. In addition, weak economic conditions may cause some of our patients to experience financial distress or declare bankruptcy, which may negatively impact our accounts receivable and collection experience.

We may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our business operations and to acquire or develop new primary care clinics. We believe that we have access to capital resources through possible public or private equity offerings, debt financing, corporate collaborations, or other means. If the economic climate in the United States does not continue to improve or further deteriorates, our ability to raise additional capital could be negatively impacted. If we are unable to secure additional capital, we may be required to curtail our initiatives and take additional measures to reduce costs to conserve our cash in amounts sufficient to sustain operations and meet our financial obligations.

Three (3) beneficial owners currently hold approximately 50.13% of our outstanding common stock as of AprilMarch 14,11, 2025.2026. Additionally, Lance Friedman, our Chief Executive Officer, holds all of the 4 outstanding shares of our Series A Super Voting Preferred Stock. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. For additional details regarding our beneficial ownership and our outstanding securities, please see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” beginning on page 54 and “Description of Securities” on page 54.55. Additionally, the concentration of ownership by the 3 beneficial owners holding our common stock might harm the market price of our common stock by delaying, deferring or preventing a change in corporate control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Our quarterly operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline. The nature of our business involves variable factors, such as our ability to acquire new patients, successfully establishing the value of the self-pay services, and creating a differentiating customer service experience that will effectively distinguish us amongfrom our competitors which could cause our operating results to fluctuate. Due to the possibility of fluctuations in our revenues and expenses, we believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance.

For the years ended December 31, 2024,2025, and 2023,2024, we reported a net loss of $3,941,488 $6,961,918 and $8,261,964,$3,848,143, respectively, aan decreaseincrease of $4,320,476 or 52%.$3,113,776. The decreaseincrease in the net loss was primarily attributable to aan decreaseincrease in selling, general and administrative expenses and a decreasean increase in interest expense for the year ended December 31, 20242025 as compared to December 31, 2023, as well a gain on forgiveness of a PPP loan for the year ended December 31, 2024.

The Company discontinued most services in 2023 and there were no services in 2024.2024 or 2025.

Other expenses, net decreased $3,313,900increased $1,843,985 or 58%43% to $2,446,902$4,290,886 for the year ended December 31, 20242025 compared to other expensesexpenses, net of $5,760,802 $2,446,902 for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to a $2,842,193$1,365,755 decreaseincrease in interest expense for the year ended December 31, 20242025 as compared to December 31, 2023,2024, as well as a gain on forgiveness of a PPP loan for the year ended December 31, 2024.2025.

During the fiscal year ended December 31, 2024,2025, the Company experienced operating losses of approximately $1.6$2.7 million and corresponding cash outflows from operations of approximately $1.7 million.$549,019. This performance reflected challenges in operating and restructuring the Company as a result of the previous issues that confronted the Company in the healthcare market, such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative impact of the CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO’s actions the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations. Additionally, headcount was reduced in October 2021 and again in January 2023 to generate reductions in operating costs while the Company focused on developing and executing its future business strategy.

Net cash used in operating activities for the year ended December 31, 20242025 totaled $1,706,636,$549,019, which compared to net cash used in operations for the year ended December 31, 2023, 2024, of $6,795,445.$1,706,636. The decreaseincrease in net cash used in operations of $5,088,809,$478,755, was due primarily due to an a decreaseincrease in net loss for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024.

Net cash provided by investing activities was $7,000$10,000 for the year ended December 31, 2024,2025, compared to $63,779$7,000 net cash provided by investing activities for the year ended December 31, 2023.2024. The decreaseincrease in net cash provided by investing activities was the result of higher net sales of equipment for the year ended December 31, 20232025 Net cash provided by financing activities was $525,000 for the year ended December 31, 2025, compared to net cash provided by financing activities wasof $1,706,945 for the year ended December 31, 2024, compared to net cash provided by financing activities of $6,737,053 for the year ended December 31, 2023.2024. The decreaseincrease in cash flows from financing activities werewas the result of decreased increased debt borrowings.

We do not expect any recent issued, issued but not yet adopted accounting pronouncements will have a material impact on our consolidated financial position, results of operations or cash flows. See Footnote 2 in the accompanying consolidated financial statements for additional information.

For the ThreeSix Months Ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, we reported a net loss of $1,435,869$8,447,243 and $1,397,892,$2,037,329, respectively, an increase of $37,977 or 2.7%.$6,409,914. The increase in net loss was attributable primarily to increasedan SG&Aincrease expensesin interest expense related to the conversion of Notes payable to Series C and Series E for the threesix months ending March 31,June 30, 2026, as compared to MarchJune 31,30, 2025.

ThreeSix months ended MarchJune 31,30, 2026, as Compared to ThreeSix months ended MarchJune 31,30, 2025

The following is a discussion of the results of operations for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended June March 31,30, 2025.

Total revenue was $141$3,406 for the threesix months ended MarchJune 31,30, 2026, decreasing from $4,033$5,456 in the prior year. Net patient service revenue accounted for all of total revenue in 2026.

General and administrative expenses were $362,907$736,120 for the threesix months ended MarchJune 31,30, 2026, as compared to $206,117$368,146 for the threesix months ended June March 31,30, 2025, an increase of $156,790.$367,974. The increase in spending is primarily due to additional legal, accounting and professional fees.

Net loss from operations for the threesix months ended MarchJune 31,30, 2026, totaled $1,435,869,$1,267,310, which compared to a loss from operations of $1,397,892$1,158,872 for the threesix months ended MarchJune 31,30, 2025. The increase is a result of slightly higher SG&A expenses offset by lower interest expense.expenses.

Interest expense decreasedincreased to $704,537$7,385,781 for the threesix months ended MarchJune 31,30, 2026, which compared to interest expense of $785,896$1,301,429 for the threesix months ended MarchJune 31,30, 2025.2025 due to finalized investor debt to Series C and Series E equity conversion.

As a result of all the above, we reported net loss attributable to common shareholders of $1,435,869$8,447,243 for the threesix months ended MarchJune 31,30, 2026, 2026, as compared to net loss attributable to common shareholders of $1,397,892$2,037,329 reported for the same year period in the prior year.

As of MarchJune 31,30, 2026, we had cash of $3,859$6,842 and accounts receivable of $0. This is compared to cash of $29,644$6,454 and accounts receivable of of $0 as of MarchJune 31,30, 2025.

The Company believes that the current cash balance as of MarchJune 31,30, 2026, along with the continued execution of its business development plan, will allow the Company to further improve its working capital.

Net cash used in our operating activities for the threesix months ended MarchJune 31,30, 2026, totaled $327,037,$184,054, which compared to net cash provided in our operations for the threesix months ended MarchJune 31,30, 2025, of $292,031.$247,285. The decrease in cash used for the threesix months ended MarchJune 31,30, 2026, was due primarily to ana increase decrease in accounts payable.

Net cash flow in investing activities was $0 for the threesix months ended MarchJune 31,30, 2026, compared to net cash flow in investing activities of of $10,000 for the threesix months ended MarchJune 31,30, 2025. The decrease was primarily the result of proceeds from the sale of assets in 2025.

Net cash provided in financing activities was $325,000$185,000 for threesix months ended MarchJune 31,30, 2026, compared to net cash provided in financing activities activities of $291,760$365,454 for the threesix months ended MarchJune 31,30, 2025. The cash flows provided in our financing activities were the result of ofproceeds from convertible debt investments.

At MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.