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

AThere is substantial doubt about our ability to continue as a going concern and a failure to obtain financing could prevent us from executing our business plan or operate as a going concern concern.

WeThe anticipateCompany believes it will require additional financing during the first half of 2026. There can be no assurance that currentany financing by us can be realized, or if cashrealized, resourceswhat andthe opportunitiesterms of any such financing may be, or that any amount that we are able to raise will be insufficient for us to execute our business plan for twelve months after the date these financial statements are issued. It is possible that if future financing is not obtained, we will not be able to operate as a going concern. We believe that securing substantial additional sources of financing is possible, but there is no assurance of our ability to secure such financing.adequate. A failure to obtain additional financing could prevent us from making necessary expenditures for advancement and growth to partner with businesses and hire additional personnel. If we raise additional financing by selling equity, or convertible debt securities, the relative equity ownership of our existing investors could be diluted, or the new investors could obtain terms more favorable than previous investors. If we raise additional funds through debt financing, we could incur significant borrowing costs and be subject to adverse consequences in the event of a default.

Our operations to date have been limited to providing patient services at our NCFM, BTG, AEU, CCN and NWC facilities and generating product revenue from our Medical Distribution segment. During 2024, we replaced our NWC Obstetrics and Gynecology (OB/GYN) practice with CCN and relocated our AEU practice to the CCN office location. During May 2025, we consolidated the NCFM, AEU and CCN practices into the former NWC office. In October 2025, we sold the BTG practice. We continually develop additional functionality of the HealthLynked Network. However, we cannot predict the scale of how many physicians and patients will adopt our technology, or if and when they do, the timing of such large-scale adoption. We have not yet demonstrated our ability to successfully market and generate material revenue from the HealthLynked Network.Network or from the sale of medical products from our Medical Distribution business. We have not entered into any agreements with third party doctors or patients to use our system for their medical records and there is no assurance that we will be able to enter into such agreements in the future. Further, it is possible that other competitors with greater resources could enter the market and make it more difficult for us to attract or keep customers. As our technology platform has matured, we have reduced the scope of our direct clinical operations and exited non-core practices and we expect to divest our remaining clinical operations over the next 12 months, subject to market conditions and customary regulatory and transactional considerations. If we divest of our clinical operations, we would have limited revenue in the absence of our ability to generate significant revenue from the HealthLynked Network or our Medical Distribution business.

Our strategy envisions a period of potentially rapid growth in our physician network over the next five years based on aggressively increasing our marketing efforts. We currently maintain a small in-house programming, IT, administrative, marketing and sales function. The capacity to service the online medical records platform and our expectedpotential growth, including growth via acquisition, may impose a significant burden on our future planned administrative and operational resources. The growth of our businessbusiness, if it occurs, may require significant investments of capital and increased demands on our management, workforce and facilities. We will be required to substantially expand our administrative and and operational resources and attract, train, manage and retain qualified employees, management and other personnel. Failure to do so, or or to satisfy such increased demands would interrupt or have a material adverse effect on our business and results of operations.

DuringWe 2023 and 2024, we dependeddepend heavily on the continued efforts of Dr. Michael Dent, our Chief Executive Officer and Chairman of the Board. Dr. Dent is essential to our strategic vision and day-to-day operations and would be difficult to replace. While we have entered into a written employment contract with Dr. Dent, we cannot be certain that Dr. Dent will continue with us for any particular period of time. The departure or loss of Dr. Dent, or the inability to hire and retain a qualified replacement, could negatively impact our ability to manage our business.

WeIn the past, we have used a sales model that focuses on telesales and internet-based SEM/SEO sales and marketing efforts in lieu of a direct sales force, in large part to reduce our costs. Due to the limited success of this sales model, management recently pivoted to a B2B/strategic partnership SAAS focused sales model. Management believes this alternative sales model best positions the Company to commercialize and monetize the HealthLynked Network and MOD businesses. There is no assurance that our sales model will be effective, and failure of this new sale model could have a negative effect on our ability to commercialize and monetize the HealthLynked Network and MOD businesses,businesses or limit their growth.

We rely on a sole supplier for the fulfillment of nearly all product sales made through MOD. If this sole supplier is unable to supply to us in the quantities we require, or at all, or otherwise defaults on its supply obligations to us, we may not be able to obtain alternative supplies formfrom other suppliers on acceptable terms, in a timely manner, or at all. In the event the sole supplier breaches its contract with us, our legal remedies associated with such a breach may be insufficient to compensate us for any damages we may suffer.

We may in the future become the subject of regulatory or other investigations or proceedings, and our interpretations of applicable laws, rules and regulations may be challenged. For example, regulatory authorities or other parties may assert that our arrangements with physicians using the HealthLynked NetworkNetwork, none of which are currently in place, constitute fee splitting and seek to invalidate these arrangements, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our common stock. Regulatory authorities or other parties also could assert that our relationships violate the anti-kickback, fee splitting or self-referral laws and regulations. Such investigations, proceedings and challenges could result in substantial defense costs to us and a diversion of management’s time and attention. In addition, violations of these laws are punishable by monetary fines, civil and criminal penalties, exclusion from participation in government-sponsored healthcare programs, and forfeiture of amounts collected in violation of such laws and regulations, any of which could have a material adverse effect on our overall business, financial condition, results of operations, cash flows and the trading price of our common stock.

Amazon provides distributed computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. We currently run the vast majority of our computing on AWS, have built our software and computer systems to use computing, storage capabilities, bandwidth, and other services on AWS, and our systems are not fully redundant on the platform. Any transition of the the cloud services currently provided by AWS to another cloud provider would be difficult to implement and would cause us to incur significant time and expense. Given this, any significant disruption of or interference with our use of AWS would negatively impact our operations and our business would be seriously harmed. If our users or partners are not able to access the HealthLynked Network or specific HealthLynked features, or encounter difficulties in doing so, due to issues or disruptions with AWS, we may lose users, partners, or revenue. The level level of service provided by AWS or similar providers may also impact our users’ and partners’ usage of and satisfaction with our web-based product offerings and could seriously harm our business and reputation. If AWS or similar providers experience interruptions in service regularly or for a prolonged basis, or other similar issues, our business would be seriously harmed. Hosting costs also have and will continue to increase as our user base and user engagement grows and may seriously harm our business if we are unable to grow our revenues faster than the cost of utilizing the services of AWS or similar providers.

Our attempts to protect our intellectual property through copyright, patent, and trademark registration may be challenged by others or invalidated through administrative process or litigation. While we have been granted a patent for our Patient Access Hub, or PAH, have submitted a patent related to our ARi AI tool, and intend to submit other patent applications covering our integrated technology, the scope of issued patents, if any, may be insufficient to prevent competitors from providing products and services similar to ours, our patents may be successfully challenged, and we may not be able to obtain additional meaningful patent protection in the future. There can be no assurance that our patent registration efforts will be successful.

OurWe expectedwill seek to enter into agreements with clients, users, vendors and strategic partners that will limit their use of, and allow us to retain our rights in, our intellectual property and proprietary information. Further, if we succeed in entering into such agreements, we anticipate that thesethe agreements will grant us ownership of intellectual property created in the performance of those agreements to the extent that it relates to the provision of our services. In addition, we require certain of our employees and consultants to enter into confidentiality, non-competition, and assignment of inventions agreements. We also require certain of our vendors and strategic partners to agree to contract provisions regarding confidentiality and non-competition. However, no assurance can be given that these agreements will not be breached, and we may not have adequate remedies for any such breach. Further, no assurance can be given that these agreements will be effective in preventing the unauthorized access to, or use of, our proprietary information or the reverse engineering of our technology. Agreement terms that address non-competition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case. In any event, these agreements do not prevent our competitors from independently developing technology or authoring clinical information that is substantially equivalent or superior to our technology or the information we distribute.

In addition, our platforms incorporate “open source” software components that are licensed to us under various public domain licenses. While we believe that we have complied with our obligations under the various applicable licenses for open source software that we use, open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many of the terms of certain of these these licenses. Therefore, the potential impact of such terms on our business is somewhat unknown. For example, some open source licenses require that those using the associated code disclose modifications made to that code and such modifications be licensed to third parties at no cost. We monitor our use of open source software in an effort to avoid uses in a manner that would require us to disclose or grant licenses licenses under our proprietary source code. However, there can be no assurance that such efforts will be successful, and such use could inadvertently inadvertently occur.

We have experienced substantial turnover of physicians at our Health Service Division facilities. Our ability to operate profitably will depend, in part, upon our ability to recruit and retain qualified physicians, who are key to our Health Services segment’s revenues and billing. We compete with many many types of healthcare providers, including teaching, research and government institutions, hospitals and health systems and other practice practice groups, for the services of qualified doctors, nurses, physical therapists and other skilled healthcare providers essential to our Health Services segment. We may not be able to continue to recruit new, qualified providers or renew contracts with existing providers on acceptable terms. If we do not do so, our ability to service execute our business plan may be adversely affected.

We utilize third parties to to collect from patients any co-payments and other payments for services that are provided by our physicians. The Federal Fair Debt Collection Practices Act restricts the methods that third-party collection companies may use to contact and seek payment from consumer debtors regarding past due accounts. State laws vary with respect to debt collection practices, although most state requirements are similar to those under the Fair Debt Collection Practices Act. The Florida Consumer Collection Practices Act,Act is broader than the federal legislation, applying the regulations to “creditors” as well as “collectors,” whereas the Fair Debt Collection Practices Act is applicable only to collectors. This prohibits creditors who are attempting to collect their own debts from engaging in behavior prohibited by the Fair Debt Collection Practices Act and Florida Consumer Collection Practices Act. The Florida Consumer Collection Practices Act has very specific guidelines regarding which actions debt collectors and creditors may engage in to collect unpaid debt. If our collection practices or those of our collection agencies are inconsistent with these standards, we may be subject to actual damages and penalties. These factors and events could have a material adverse effect on our business, financial condition and results of operations.

Our articles of incorporation authorize our Board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Currently, our officerofficers and directors as a group beneficially control approximately 72.1%99.3% of our voting power, of which approximately 70.7%99.3% is controlled by our Chairman Chairman and CEO, Dr. Michael Dent. As a result of this voting control, ourDr. officer and directorsDent can control all matters submitted to our stockholders for approval, including the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our Company on terms that other stockholders may desire. In addition, as the interests of ourDr. officer and directorsDent and our minority stockholders may not always be the same, this large concentration of voting power may lead to stockholder votes that are inconsistent with the best interests of our minority stockholders or the best interest of the Company as a whole.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical historical undiscovered failures of internal controls exist and may in the future discover areas of our internal control that need improvement.

We are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which requirerequires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. However, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are a “non-acceleratednon accelerated filer” as defined in Rule 12b-2 of the Exchange Act.

The public market for our common stock is islimited, limited. Failure to develop or maintain a trading marketwhich could negatively affect its value and make it difficult or impossible for you to sell your shares.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Forexceptions.For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally,transaction.Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. Thisrules.This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally,transactions.Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Patient service revenue decreased by $2,612,101,$869,629, or 48%30% year-over-year, from $5,484,278 in the year ended December 31, 2023, to $2,872,177 in the year ended December 31, 2024, to $2,002,548 in the year ended December 31, 2024,2025, primarily as a result of (i) a 49%23% year-over-year decrease at our NCFM practice of $2,054,954$492,742 due to changes in clinical staffing thatand sawcost the departure of three physicians in 2023, two of which have been replaced,reductions, (ii) a 54%100% decrease at our NWC practice facility of $382,288,$330,553 due to the discontinuation of this practice in October 2024, (iii) a 24% decrease at our BTG practice of $86,586 due primarily to the sale of the BTG practice in October 2025, and (iiiiv) ana 89%decline in year-over-yearrevenue decrease atfrom our AEU practice of $246,757 due to the departure of our primary physician and attrition from the practice,$29,216, offset by (ivv) 21%an increase of $63,266 at our BTG practice and (v) 2024 revenue of $8,632$69,496 from our newly-launched CCN practice.practice, which began operation in fourth quarter of 2024. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $1,884,316$1,562,295, or 44%, from the year ended December 31, 20232024 to the year ended December 31, 2024. While we plan for patient service revenue to increase in future periods from levels realized in the year ended December 31, 2024 as we plan to add additional physicians and continue patient marketing and retention efforts, there is no guarantee that such increases will occur.2025.

Practice salaries and benefits decreased by $1,235,990,$978,584, or 38%,49%, to $1,016,543 in the year ended December 31, 2025, compared to $1,995,127 in the year ended December 31, 2024, compared to $3,231,117 in the year ended December 31, 2023, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and continuing through 2024.into 2025.

Other practice operating costs costs decreased by $648,326$583,711 or 29%,37%, to $973,048 in the year ended December 31, 2025 from $1,556,759 in the year ended December 31, 2024 from $2,205,085 in the year ended December 31, 2023,2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and continuing throughinto mid-2024.2025.

Selling, general and administrative costs decreased by $584,466,$1,003,420, or 16%,33%, to $2,035,516 in the year ended December 31, 2025 compared to $3,038,936 in the year ended December 31, 2024 compared to $3,623,402 in the year ended December 31, 2023,2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts, as well as lower stock-based compensation expense resulting from fewer employee and consultant grants in 2024.efforts.

Depreciation and amortization in the year ended December 31, 20242025 decreased by $69,077,$181,079, or 20%,64%, to $282,950$101,871 compared to $352,027$282,950 in the year ended December 31, 2023,2024, primarily as a result of certainthe fixedimpairment assetof reachingNCFM intangible assets in September 2024 resulting in no amortization in the endyear ofended theirDecember 31, depreciable lives during 2023 without corresponding additions.2025.

Loss from operations increaseddecreased by $525,967,$2,564,394, or 13%,55%, to $2,113,254 in the year ended December 31, 2025 compared to $4,677,648 in the year ended December 31, 2024 compared to $4,151,711 in the year ended December 31, 2023,2024, primarily as a result of decreased revenue and increased impairment charges in 2024, offset in part by reduced practice operating costs and corporate overhead costs.costs, offset in part by lower revenue.

LossGain (loss) on extinguishment of of debt in the year ended December 31, 20242025 was $178,986,a gain of $317,982, compared to a loss of $145,212$178,986 in the year ended December 31, 2023.2024. Gain on extinguishment of debt in the year ended December 31, 2025 resulted from the extension of multiple notes payable to Dr. Dent during the period treated as extinguishment and reissuance transactions. Loss on extinguishment of debt in 2023 resulted from early repayment of eight notes payable and extension of two related party notes payable. Loss on extinguishment of debt in 2024 resulted from two maturing notes payable to Dr. Dent refinanced with new convertible notes payable in the same amount and the extension of the maturity date of four additional notes payable to Dr. Dent.

GainsGain (loss) on the change in fair value of debt was a loss of $618,208 in the year ended December 31, 2025 related to multiple notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. The gain on change in fair value of debt was $84,109 in the year ended December 31, 2024 and related to three notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. There were no such gains or losses in the year ended December 31, 2023.

Gain fromon expirationsale of liability classified equity instrumentsassets was $92,641 $168,722 in the year ended December 31, 20232025, and resultedresulting from the expirationexcess of liability-classified warrantsproceeds issuedreceived inover 2020.net assets and liabilities sold. There were no such gains or losses in the year ended December 31, 2024.

Amortization of original issue issue and debt discounts on notes payable and convertible notes in the year ended December 31, 20242025 was $1,316,165,$828,006, ana increasedecrease of $888,357,$488,159, or or 208%,37%, compared to $427,808$1,316,165 in the year ended December 31, 2023.2024. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The increasedecrease was due to higher notes payable balances and larger equity-based and original issue discounts offered for new notes payable,payable being amortized in 2024, and therefore larger corresponding corresponding amortizable discount balances, in 2024 compared to 2023.2025.

Interest expense and other increased by $95,426,$47,990, or 131%,29%, to $168,144$216,134 for the year ended December 31, 2024,2025, compared to $72,718$168,144 in the year ended December 31, 2023,2024, due to an increase in interest-bearing notes payable to related parties during second half of 2024 and thirdfirst partieshalf duringof 2024,2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.

Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before March 31, 20262027 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, either via additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about our ability to continue as a going concern through March 31, 2026.2027. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2024,2025, we we had cash balances of $76,241,$37,136, a working capital deficit of $3,048,832$5,461,724 and an accumulated deficit of $48,164,615.$50,539,218. For the year ended December December 31, 2024,2025, we had a net loss of $6,131,479$3,280,254 and we used cash from operating activities of $3,494,122.$1,713,810. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

During the year ended December 31, 2024,2025, we issued 19 new convertible notes payable to, and received three undocumented advances from,payable to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $3,270,000 $1,609,840 and refinanced or extended five existing notes with an aggregate principal of $866,500.$3,926,500. We also issued notes payable to third parties for net cash proceeds of $335,000.$630,000. We made repayments on related party and third-party notes of $167,601 and $941,660$720,135 in the yearsyear ended December 31, 2024 and 2023, respectively.2025.

The fair value of contingent consideration receivable related to the sale of businesses or assets is estimated using probability-weighted cash flow models. These estimates require significant judgment regarding the likelihood of achieving performance targets, expected timing of payments, discount rates and other factors. ChangesWe inhave assumptionselected regardingto subsequently treat contingent sale consideration receivable using gain contingency guidance and only record a gain or loss when the expectedcontingency performanceis ofresolved thepursuant divestedto businessEITF or other conditions could materially affect the estimated fair value of the receivable and may result in adjustments recognized in earnings.09-4.

Comparison of Three Months Ended MarchJune 31,30, 2026 2026 and 2025

The following table summarizes the changes in our results of operations for the three months ended MarchJune 31,30, 2026 and 2025:

Patient service revenue decreased by $333,402,$342,325, or 44%60% year-over-year, from $752,015$572,840 in the three months ended MarchJune 31,30, 2025, to $418,613$230,515 in the three months ended MarchJune 31,30, 2026, primarily as a result of (i) the downsizing and combination of services offerings for our Health Services Division into a single patient service practice under the NCFM brand in May 2025, representing a year-over-year decline in revenue of $226,341,$263,623, or 35%,53%, and (ii) the sale of the BTG practice assets in October 2025, representing a year-over-year decline in revenue of $107,061,$78,702, or 100%. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $474,419,$271,366, or 66%,51%, from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026.

Subscription revenue in the three months ended MarchJune 31,30, 2026 decreasedincreased by $6,090,$88, or 64%1% year-over-year, to $3,494$7,187 in the three months ended MarchJune 31,30, 2026, from $7,099 $9,584 in the three months ended MarchJune 31,30, 2025, due primarily to aan decreaseincrease in HealthLynked Network paid subscriptions in 2026, offset in part by a decrease in such subscriptions that were paired with NCFM membership contracts.

Product revenue was $1,358$12,128 in the three months ended MarchJune 31,30, 2026, compared to $12,609$12,421 in the three months ended MarchJune 31,30, 2025, a decrease of $11,251,$293, or 89%.2%. Product Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing marketing efforts and demand for our products at our offered price points.

Practice salaries and benefits decreased by $260,262,$146,156 or 65%,51%, to $142,104$139,223 in the three months ended MarchJune 31,30, 2026, compared to $402,366$285,379 in the three months ended MarchJune 31,30, 2025, primarily as a result of focused cost reduction efforts at all of our practices starting in 2023 and continuing into 2025.

Other practice operating costs decreased by $214,157$125,210 or 68%,51%, to $99,819$122,185 in the three months ended MarchJune 31,30, 2026 from $313,976$247,395 in the three months ended MarchJune 31,30, 2025, primarily as a result of focused cost reduction efforts at all of our practices starting in 2023 and continuing into 2025.

Cost of product revenue was $9,034($520) in the three months ended MarchJune 31,30, 2026, a decrease of $8,782,$16,498, or 49%,103%, compared to $17,816 in$15,978 the same period of 2025, due to a supplier credit received in second quarter 2026 and also corresponding to the decline in product sales for the period compared to the same period in the prior year.

Selling, general and administrative costs increased by $217,866,$65,734, or 35%,15%, to $847,281$517,489 in the three months ended MarchJune 31,30, 2026 compared to $629,415$451,755 in the three months ended MarchJune 31,30, 2025, primarily due to higher stock basedstock-based compensation charges by $290,396,$82,970, offset by lower salaries, office and overhead costs in our corporate function resulting from focused cost cutting efforts.

Depreciation and amortization in the three months ended MarchJune 31,30, 2026 decreased by $1,984,$17,009, or 7%,62%, to $26,040,$10,229, compared to $28,024$27,238 in the three months ended MarchJune 31,30, 2025, primarily as a result of a slightly lower depreciable fixed asset base in the three months ended MarchJune 31,30, 2026.

Loss from operations increased by $83,424,$103,391, or 14%,24%, to $700,813$538,776 in the three months ended MarchJune 31,30, 2026 compared to $617,389$435,385 in the three months ended MarchJune 31,30, 2025, primarily as a result of lower revenue from our scaled-down patient service practices and higher stock based compensation expense in 2026, offset by reduced practice operating costs and other cash-based corporate overhead costs.

Loss on the change in fair value value of debt in the three months ended MarchJune 31,30, 2026 was $2,180,526$143,123 comprised of (i) a loss of $1,816,073 from the change in fair value of the February 2026 Dent Note between its issuance date of February 2, 2026 and March 31, 2026, and (ii) a loss of $364,453 from the change in fair value of certain notes payable including induring the refinancedthree Priormonths Dentended DebtJune between December 1, 2025 and the Dent Refinancing date of February 2,30, 2026. Loss on the change in fair value of debt in the three months ended MarchJune 31,30, 2025 was $49,186 $105,502 related to 13 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.

Gain on change in fair value of derivative financial instruments was $32.169$32,599 in the three months ended MarchJune 31,30, 2026, aan decreaseincrease of $12.869,$31,905, or 29%,4,597%, compared to a a gain of $45,038$694 in the three months ended MarchJune 31,30, 2025. These gains and losses result from the change in fair value of derivative financial instruments instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments instruments are revalued at each period end.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended MarchJune 31,30, 2026 was $87,984,$150,954, a decrease of $317,129,$63,626, or 78%,30%, compared to $405,113$214,580 in the three months ended MarchJune 31,30, 2025. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The decrease was due to larger equity-based and original issue discounts offered for notes payable being amortized in 2025, and therefore larger corresponding amortizable discount balances, in 2025 compared to 2026.

Interest expense and other decreased by $54,796,$59,060, or 82%,75%, to $12,219$19,451 for the three months ended MarchJune 31,30, 2026, compared to $67,015$78,511 in the three months ended MarchJune 31,30, 2025, due primarily to a higher balance of debt associatedissued withto our largest debtholder, Dr. Michael Dent, being carried at fair value.value in 2026. Interest charges are reflected as future cash outflows, and therefore through the change in fair value of debt rather than through interest expense, for instruments carried at fair value.

Total other net expenses increased by $486,941,$15,276, or 112%,6%, to net expense of $920,491$280,929 in the three months ended MarchJune 31,30, 2026 compared to net expense of $433,550$265,653 in the three months ended MarchJune 31,30, 2025. The change was primarily a result of an increasedabsence lossof gains on extinguishment of debt in 2026 with corresponding gains recognized in 2025 combined with higher losses from the change in fair value of debt from the increase in fair value of the February 2026 Dent Note during the three months ended MarchJune 31,30, 2026, offset by higher gains on extinguishment of debt related to the Dent Refinancing, lower debt-related discount amortization and lower interest charges.charges and increased gains from the change in fair value of derivative financial instruments.

Net loss increased by $570,365,$118,667, or 54%,17%, to $1,621,304$819,705 in the three months ended MarchJune 31,30, 2026, compared to net loss of $1,050,939$701,038 in the three months ended MarchJune 31,30, 2025, 2025, primarily as a result of (i) increased loss on change in fair value of debt from the increase in fair value of the February 2026 Dent Note during the three months ended March 31, 2026, (ii) lower revenue from our practices, and (iiiii) higher stock-based compensation expense, offset by (iv) higher gains on extinguishment of debt relatedrecognized toin the2025 Dentwith Refinancing,no corresponding gains in 2026, offset by (viii) reduced practice operating costs resulting from substantial downsizing and cost cutting measures, and (viiv) and lower debt-related discount amortization and interest charges.

During the 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (MayAugust 15,14, 20272026)., or through August 14, 2027.

Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before MayAugust 15,14, 2027 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, there is substantial doubt about our ability to continue as a going concern through MayAugust 15,14, 2027. The accompanying consolidated financial statements have been prepared prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction satisfaction of liabilities in the normal course of business.

As of MarchJune 31,30, 2026, we had cash balances of $23,973,$12,844, a working capital deficit of $6,658,253$7,351,419 and an accumulated deficit of $52,196,869.$53,016,574. For the threesix months ended MarchJune 31,30, 2026, we had a net loss of $1,621,304$2,441,009 and used cash from operating activities of $221,976.$572,109. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

Through MarchJune 31,30, 2026, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.

During the threesix months ended MarchJune 31,30, 2026, we issued new convertible notes payable toto, and received advances from, related parties for aggregate net cash proceeds of $95,000$515,000 and refinanced existing notes payable to our CEO, Dr. Michael Dent, with an aggregate principal value of $4,338,192. We also made issuedrepayments on notes payable to related parties and third parties for nettotaling cash proceeds of $350,000. We made repayments on related party and third-party notes of $236,187$467,183 in threethe six months ended MarchJune 31, 30, 2026.

On February 9, 2026, we filed filed a Form S-1 registration statement with the SEC for the sale of up to $7,500,000 in shares of our common stock at a proposed offering price between $4.00 and $6.00 per share (the “Common Stock Offering”). On April 30,30 and May 29, 2026, we filed an amendment amendments to the Form S-1 registration statement with the SEC.S-1. Any proceeds from the offering are subject to effectiveness of the OfferingRegistration Statement and demand from the market to purchase our common stock.

Without raising additional capital, whether via the sale of equity or debt instruments, from proceeds from the Common Stock Offering, from receipt of remaining contingent consideration related to the sale of AHP, from the sale of our current practices, or from other sources, there is substantial doubt about our ability to continue as a going concern through MayAugust 15,14, 2027. The accompanying condensed consolidated financial statements have been been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the the satisfaction of liabilities in the normal course of business.

Cash flows during the yearssix months ended threeJune months30, ended March 31, 2026 and 2025 were as follows:

Operating Activities – During the threesix months ended MarchJune 31,30, 2026, we used cash from operating activities of $221,976,$572,109, as compared with $432,553$850,089 in the threesix months months ended MarchJune 31,30, 2025. The decrease in cash usage results primarily from cost reduction efforts at our Health Services practices and corporate office.

Investing Activities – We did not have any cash flows from investing activities during the threesix months ended MarchJune 31,30, 2026 or 2025.

Financing Activities – During the threesix months ended MarchJune 31,30, 2026 and 2025, we received cash of $208,813$547,817 and $378,582,$794,049, respectively, from financing activities. Cash provided by financing activities in 2026 was comprised of $350,000$500,000 from the issuance of notes payable to third parties and $95,000$515,000 from the issuance of notes payable toto, and advances from, related parties, offset by $236,187$467,183 repayments made against notes payable balances to third parties and related party advances. During the threesix months ended MarchJune 31,30, 2025, cash provided by financing activities was $378,582,$794,049, comprised comprised of $10,000, from the sale of common stock, $305,000 from the issuance of notes payable to third parties and $175,000$710,000 from the issuance issuance of notes payable to related parties, offset by $111,418$230,951 repayments made against notes payable balances to third parties.

No warrants or options were exercised during the threesix months ended MarchJune 31,30, 2026 or 2025.

Other Outstanding Obligations at MarchJune 31, 30, 2026

As of MarchJune 31,30, 2026, 672,824670,949 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $1.65 to $90.00.$67.50.

As of MarchJune 31,30, 2026, 131,174 shares of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $2.20 to $16.10.

As of MarchJune 31,30, 2026, 95,031246,875 shares of our common stock wereare earned but unissuedissuable pursuant to consultingfuture andvesting privateof placementstock agreements.grants.

As of MarchJune 31,30, 2026, 1,345,0321,409,836 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the beneficial holders of those instruments, including related parties Dr. Michael Dent and Jason Bishara.