As filed with the ~~U.S.~~ Securities and Exchange Commission on ~~July~~February 119, ~~2022~~2026

Registration ~~No.~~Number 333-~~[__]~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HealthLynked Corp.

(Exact Name of Registrant as specified in its charter)

Nevada		7373		47-1634127
(State or other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1265 Creekside Parkway, Suite ~~302~~200

Naples, Florida 34108

Telephone: (800) 928-7144

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael Dent, MD

Chief Executive Officer

1265 Creekside Parkway, Suite ~~302~~200

Naples, Florida 34108

Telephone: (800) 928-7144

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Clayton E. Parker, Esq. Julie F. Rizzo, Esq. David C. McDonald, Esq. K&L Gates LLP 200 South Biscayne Boulevard Suite 3900 Miami, FL 33131 (305) 359-3306 Ross Carmel, Esq. Jeff Cahlon, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas New York, NY 10036 (212) 930-9700

Erin L. Fogarty, Esq.

K&L Gates LLP

200 South Biscayne Boulevard Suite 3900

Miami, FL 33131

(305) 359-3306

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☑ ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑☒ Smaller reporting company ☑☒ Emerging growth company ☑☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE U.S. SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. ~~The~~We ~~selling security holders~~ may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ~~JULY~~FEBRUARY 119, ~~2022~~ 2026

PRELIMINARY PROSPECTUS

~~PROSPECTUS~~$7,000,000

Up to 301,~~895~~750,~~255~~000 Shares of Common Stock

HEALTHLYNKED CORP.

Common Stock

This is ~~prospectus~~a ~~relates~~public tooffering ~~the resale~~ of ~~up to 30~~$7,~~895~~000,~~255~~000 of shares ~~(the “Shares”)~~ of ~~our~~ common stock, $0.0001 par value per share (~~the~~ “~~Common~~common ~~Stock~~stock”), byof ~~YA II PN, LTD~~HealthLynked Corp., a ~~Cayman~~Nevada ~~Islands exempt~~corporation ~~limited partnership~~ (the “~~Selling Securityholder~~Company”~~). The shares included in this prospectus consist of shares of Common Stock that we have issued or that we may~~, ~~in our discretion, elect to issue and sell to the Selling Securityholder, from time to time after the date of this prospectus, pursuant to a standby equity purchase agreement~~ “we ~~entered into with the Selling Securityholder on July 5~~”, ~~2022 (the~~ “~~Purchase Agreement~~us”), ~~in which the Selling Securityholder has committed to purchase from us, at~~ “our ~~direction~~”, up toor 30,000,000 shares of our Common Stock, subject to terms and conditions specified in the Purchase Agreement. As consideration for the Selling Stockholder’s irrevocable commitment to purchase the Shares at our election and in our discretion from time to time after the date of this prospectus and prior to the third anniversary of the Purchase Agreement, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, we have agreed to issue to the Selling Stockholder 895,255 shares of Common Stock pursuant to the terms of the Purchase Agreement (the “~~Commitment Shares~~HealthLynked”)~~. See the section entitled “Committed Equity~~ ~~Financing”~~at ~~for~~an aassumed ~~description~~offering ofprice ~~the~~between ~~Purchase~~$4.00 ~~Agreement~~ and ~~the~~$6.00 ~~section~~per ~~entitled “Selling Securityholder” for additional information regarding the Selling Securityholder~~share.

~~Our~~Currently, ~~registration~~our ofcommon ~~the securities~~stock ~~covered~~is byquoted ~~this~~on ~~prospectus does not mean that~~ the ~~Selling~~OTCQB ~~Securityholder~~under ~~will offer or sell any of~~ the ~~shares~~symbol ~~of Common Stock~~“HLYK”. ~~The~~On ~~Selling Securityholder~~February ~~may~~6, ~~offer~~2026, ~~sell~~the orlast ~~distribute~~reported ~~all~~sale orprice ~~a portion~~ of ~~their~~our ~~shares~~common ofstock ~~Common~~on ~~Stock publicly or through private transactions~~the atOTCQB ~~prevailing~~was ~~market~~$2.75 ~~prices~~per ~~or at negotiated prices~~share. We ~~will~~anticipate ~~not~~a ~~receive~~public ~~any~~offering ~~proceeds~~price ~~from the sale~~ of ~~shares~~between of$4.00 ~~Common~~and ~~Stock~~$6.00 byper ~~the Selling Securityholder pursuant to this prospectus~~share. ~~However,~~The wefinal ~~may~~public ~~receive~~offering ~~up to proceeds from sales~~ price of ~~our Common Stock to~~ the ~~Selling~~shares ~~Securityholder that~~of wecommon ~~may,~~stock in ~~our~~this ~~discretion,~~offering ~~elect~~will tobe ~~make,~~determined ~~from~~through ~~time~~negotiation tobetween ~~time~~us ~~after~~and the ~~date~~underwriter ofin ~~this prospectus, pursuant to~~ the ~~Purchase~~offering ~~Agreement.~~and ~~We provide more information about how~~ the ~~Selling~~recent ~~Securityholder~~market ~~may~~price ~~sell or otherwise dispose the shares~~ of our ~~Common~~common ~~Stock~~stock inused ~~the~~throughout ~~section entitled~~this ~~“Plan~~prospectus ofmay ~~Distribution.”~~not ~~The~~be ~~Selling~~indicative ~~Securityholder is an “underwriter” within the meaning~~ of ~~Section 2(a)(11) of~~ the ~~Securities~~final ~~Act~~offering ~~of 1933, as amended (the “Securities Act”)~~price. ~~We will pay the expenses incurred in registering the shares, including legal and accounting fees.~~

~~Our~~Currently, there is a limited market for our common stock. ~~has~~We ~~traded~~have onapplied ~~the~~to ~~on the~~list ~~OTC~~our ~~Market~~common ~~Group’s~~stock ~~OTCQB~~for ~~marketplace~~trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “HLYK”. ~~since~~Accordingly, ~~May~~we ~~10,~~expect ~~2017.~~our ~~The~~common ~~last~~stock ~~reported~~to ~~sale~~begin ~~price~~ trading on Nasdaq on or around the date of this prospectus, at which point our common stock will cease to be traded on the OTCQB. There is no assurance that an active trading market for our common stock will develop or be sustained. No assurance can be given that our application for listing on ~~July~~Nasdaq 6will be approved. If our common stock is not approved for listing on Nasdaq, ~~2022~~we ~~was~~will $0not consummate this offering.~~1193.~~

InInvesting ~~addition,~~in weour ~~qualify as~~common anstock ~~“emerging~~is ~~growth~~highly ~~company”~~speculative asand ~~defined~~involves ~~in Section 2(~~a~~)(19)~~ ofhigh ~~the~~degree ~~Securities Act~~ of ~~1933 and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify~~risk. ~~Furthermore,~~You ~~for~~should socarefully ~~long~~consider ~~as we remain an emerging growth company, we will qualify for certain limited exceptions from investor protection laws such as~~ the ~~Sarbanes~~risks ~~Oxley~~and ~~Act~~uncertainties ofdescribed ~~2002 and~~under the ~~Investor~~heading ~~Protection~~“Risk ~~and~~Factors” ~~Securities~~beginning ~~Reform~~on ~~Act~~page 5 of ~~2010.~~this ~~Please~~prospectus ~~read~~before ~~“Risk~~making ~~Factors”~~a ~~and~~decision ~~“Summary—Emerging~~to ~~Growth Company~~purchase ~~Status~~our common stock.”

~~Investing~~NEITHER inTHE ~~our common~~SECURITIES ~~stock~~AND isEXCHANGE ~~highly~~COMMISSION ~~speculative~~NOR ~~and~~ANY ~~involves~~STATE aSECURITIES ~~high~~COMMISSION ~~degree~~HAS ofAPPROVED ~~risk.~~OR ~~You~~DISAPPROVED ~~should~~OF ~~carefully~~THESE ~~consider~~SECURITIES ~~the~~OR ~~risks~~PASSED ~~and~~UPON ~~uncertainties~~THE ~~described under~~ACCURACY ~~the~~OR ~~heading~~ADEQUACY ~~“Risk~~OF ~~Factors”~~THIS ~~beginning~~PROSPECTUS. onANY ~~page~~REPRESENTATION 7TO ofTHE ~~this~~CONTRARY ~~prospectus~~IS ~~before~~A ~~making~~CRIMINAL ~~a decision to purchase our common stock~~OFFENSE.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

	Per Share	Total
Public offering price⁽¹⁾	$	$
Underwriting discount⁽²⁾	$	$
Proceeds to us, before expenses	$	$

(1) The ~~distribution of~~table ~~this~~above ~~prospectus~~assumes ~~and~~no ~~the~~exercise ~~offering~~ of the ~~securities~~over-allotment inoption ~~certain jurisdictions may be restricted~~ by ~~law. Persons outside~~ the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United Statesunderwriter. ~~This~~For ~~prospectus~~more ~~does not constitute~~information, ~~and~~see may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus in any jurisdiction in which it would be unlawful for us to make such an offer or solicitation“Underwriting.”

~~The~~(2) ~~date~~Represents underwriting discount equal to seven percent (7%) of ~~this~~the ~~prospectus~~gross isproceeds ~~__________~~of the offering. We have also agreed to reimburse certain expenses of the underwriter. For more information, ~~2022~~see “Underwriting”.

~~INCORPORATION~~We OFhave ~~CERTAIN~~granted ~~INFORMATION~~the BYunderwriter a ~~REFERENCE~~45-day option to purchase up to an additional 210,000 shares of common stock solely to cover over-allotments, if any.

The ~~SEC~~date allows the Company to “incorporate by reference” the information it has filed with the SEC, which means that the Company can disclose important information to you by referring you to those documents. The information that the Company incorporates by reference is an important part of this prospectus, ~~and information that it files later with the SEC will automatically update and supersede this information. The documents the Company~~ is ~~incorporating~~February by__, ~~reference are:~~2026

●Sole ~~Our Annual Report on Form 10~~Book-KRunning for the year ended December 31, 2021, along with the financial statements and related notes thereto, filed with the SEC on March 31, 2022, as amended by that Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on June 3, 2022;Manager

● Our Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2022; and

● Our Current Report on Form 8-K, filed with the SEC on May 19, 2022.

All documents the Company subsequently files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or documents that is not deemed filed under such provisions, (1) on or after the date of filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus is a part has been withdrawn, shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents and will be automatically updated and, to the extent described above, supersede information contained or incorporated by reference in this prospectus and previously filed documents that are incorporated by reference in this prospectus. The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov).

Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02, 7.01 or 9.01 of Form 8-K.

Upon written or oral request, we will provide without charge to each person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: George O’Leary, Chief Financial Officer at HealthLynked Corp., 1265 Creekside Parkway, Suite 302, Naples, Florida, 34108; Tel: (800) 928-7144. We maintain a website at https://investors.healthlynked.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	6	iii
RISK FACTORS	7
PROSPECTUS SUMMARY		1
USE OF PROCEEDS	23
THE OFFERING		4
DIVIDEND POLICY	24
RISK FACTORS		5
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
USE OF PROCEEDS		16
BUSINESS	42
DIVIDEND POLICY		16
MANAGEMENT	55
CAPITALIZATION		17
EXECUTIVE COMPENSATION	58
DILUTION		18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	61
BUSINESS		40
SELLING SECURITY HOLDERS	63
MANAGEMENT		59
DESCRIPTION OF SECURITIES	65
EXECUTIVE AND DIRECTOR COMPENSATION		63
PLAN OF DISTRIBUTION	69
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		66
LEGAL MATTERS	72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		72
EXPERTS	72
DESCRIPTION OF SECURITIES		73
WHERE YOU CAN FIND ADDITIONAL INFORMATION	72
UNDERWRITING		76
INDEX TO FINANCIAL STATEMENTS	F-1
LEGAL MATTERS		80
EXPERTS		80
WHERE YOU CAN FIND ADDITIONAL INFORMATION		80
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of common stock.

ABOUT THIS PROSPECTUS

~~This~~Please read this prospectus carefully. isIt ~~part~~describes our business, our financial condition, and our results of a ~~registration~~operations. ~~statement~~We onhave ~~Form~~prepared ~~S-1~~this prospectus so that you wewill ~~filed~~have ~~with~~the information necessary to make an informed investment decision. Unless otherwise indicated, information contained in this prospectus concerning our industry and the ~~Securities~~markets in which we operate, including our general expectations and ~~Exchange~~market ~~Commission~~position, ~~(the~~market opportunity ~~“SEC”)~~and ~~using~~market ~~the~~share, ~~“shelf”~~is based on information from our own management estimates and research, as well as from industry and general ~~registration~~publications ~~process~~and research, surveys and studies conducted by third parties. ~~Under~~Management ~~this~~estimates ~~shelf~~are ~~registration~~derived ~~process~~from publicly available information, our ~~the~~knowledge ~~Selling~~of ~~Securityholder~~our ~~may~~industry and assumptions based on such information and knowledge, ~~from~~which ~~time~~we believe to ~~time~~be reasonable. In addition, assumptions ~~sell~~and ~~the~~estimates ~~securities~~of ~~offered~~our and our industry’s future performance are necessarily subject to a high degree of uncertainty and byrisk ~~them~~due to a variety of factors, including those described in ~~this~~“Risk ~~prospectus~~Factors.” WeThese ~~will~~and ~~not~~other ~~receive~~factors ~~any~~could ~~proceeds~~cause ~~from~~our ~~the~~future performance ~~sale~~to ofdiffer ~~the~~materially ~~securities~~from ~~offered~~our byassumptions ~~the~~and ~~Selling~~estimates. ~~Securityholder described~~See in“Special ~~this~~Note ~~prospectus~~Regarding Forward-Looking Statements.”

~~Neither~~You weshould ~~nor~~rely ~~the~~only ~~Selling Securityholder~~on ~~have authorized anyone to provide you with any~~ information ~~or to make any representations other than those~~ contained in this prospectus. orWe ~~any~~have ~~applicable~~not, ~~prospectus~~and ~~supplement~~the orunderwriter ~~any~~has ~~free~~not, ~~writing~~authorized ~~prospectuses~~anyone ~~prepared~~to byprovide oryou onwith ~~behalf~~information ofdifferent usfrom that orcontained toin ~~which~~this ~~we have referred you~~prospectus. Neither ~~we nor~~ the ~~Selling~~delivery ~~Securityholder~~of ~~take~~this ~~responsibility~~prospectus ~~for,~~nor ~~or provide any assurance as to~~ the ~~reliability~~sale of~~, any~~ ~~other~~our ~~information~~securities means that ~~others may give you. Neither we nor~~ the ~~Selling~~information ~~Securityholder will make an offer to sell these securities~~contained in ~~any~~this ~~jurisdiction~~prospectus ~~where~~is ~~the~~correct ~~offer~~after orthe ~~sale~~date isof ~~not~~this ~~permitted~~prospectus.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. The distribution of this prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus in any jurisdiction in which it would be unlawful for us to make such an offer or solicitation.

~~Unless otherwise indicated~~TRADEMARKS, ~~information~~SERVICE ~~contained in~~MARKS ~~this~~AND ~~prospectus~~TRADE concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management’s estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”NAMES

We have proprietary rights to trademarks used in this prospectus that are important to our business that are to be subject to prosecution before the respective national intellectual property organizations responsible for trademark registration. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are without the ®, ™ and other similar symbols, but the absence of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

●

our access to capital, including through this offering;

●

our ability to launch, market and sell our products;

●

the continued development of the market for Internet-based personal medical information;

●

our ability to maintain or protect the validity of our U.S. and other patents and other intellectual property;

●

our ability to retain key executive members;

●

our ability to internally develop new inventions and intellectual property;

●

interpretations of current laws and healthcare regulations and the passages of future laws and healthcare regulations; and

●

acceptance of our business model by investors and the commercial market.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Risk Factors” for additional risks which could adversely impact our business and financial performance.

Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

iii

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless the context provides otherwise, the terms “HealthLynked,” “HLYK,” ~~“HLKD,”~~ the “Company,” “we,” “us,” and “our” refer to HealthLynked Corp. and its subsidiaries.

~~Company~~All ~~Overview~~share and per share information within this prospectus have been adjusted to retroactively reflect the 1-for 100 reverse split of our common stock effective on September 4, 2025.

HealthLynked Corp. is a growth stage company incorporated in the state of Nevada on August 6, 2014. We currently operate in four distinct divisions: the Health Services Division, the Digital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and the Medical Distribution Division.Overview

~~The~~HealthLynked ~~Health~~Corp. ~~Services division is comprised of~~ (the ~~operations of (i) Naples Women’s Center (~~“~~NWC”)~~Company, ~~a multi-specialty medical group including OB/GYN~~” ~~(both Obstetrics and Gynecology) and General Practice~~“we,” ~~(ii) Naples Center for Functional Medicine (~~“~~NCFM~~our,”), is a ~~Functional~~healthcare ~~Medical Practice~~technology ~~engaged~~company incorporated in ~~improving~~ the ~~health~~State of ~~its~~Nevada ~~patients~~on ~~through~~August ~~individualized and integrative health care~~6, ~~(iii)~~2014. ~~Bridging~~We ~~the Gap Physical~~operate ~~Therapy~~across ~~(“BTG”),~~three aprimary ~~physical~~divisions ~~therapy~~– ~~practice~~Digital inHealthcare, ~~Bonita~~Medical ~~Springs~~Distribution, ~~FL,~~and ~~that~~Health ~~provides~~Services ~~hands-on~~– ~~functional~~each ~~manual~~dedicated ~~therapy~~to ~~techniques~~leveraging toinnovative ~~speed~~solutions ~~patients’~~that ~~recovery~~enhance ~~and~~patient ~~manage pain without pain medication or surgery~~care, ~~and~~reduce ~~(iv) Aesthetic Enhancements Unlimited (“AEU”)~~costs, a ~~patient service facility specializing in minimally~~ and ~~non~~generate long-~~invasive~~term ~~cosmetic~~value ~~services~~for ~~acquired by the Company in May 2022~~stockholders.

~~The~~Our ~~Digital~~key ~~Healthcare~~objectives ~~division develops~~are ~~and operates an online personal medical information and record archive system, the “HealthLynked Network,” which enables patients and doctors~~ to ~~keep track of medical information via the Internet in a cloud-based system.~~:

~~The ACO/MSO Division is comprised of the operations of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020~~1. ~~CHM~~Improve ~~and~~patient ~~AHP operate an Accountable Care Organization (“ACO”) that assists physician practices in providing coordinated and more efficient~~ care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. The Division plans to partner with a Medicare advantage program as an affiliate within the next twelve months.management;

~~The~~2. ~~Medical~~Enhance ~~Distribution Division is comprised of~~ the ~~operations~~operational ofefficiency ~~MedOffice Direct LLC (“MOD”), a virtual distributor~~ of ~~discounted~~ medical ~~supplies selling to both consumers and medical~~ practices; throughout the United States, which was acquired by the Company on October 19, 2020. The Division plans to increase its capacity during the next twelve months either through partnership or acquisition.and

Our goal is to commercialize our cloud-based Patient Information Network (PIN) and record archiving system, the HealthLynked Network, which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system3. ~~Through~~Utilize ~~our~~healthcare ~~website,~~data www.HealthLynked.com and our mobile apps, patients can complete a detailed online personal medical history including past surgical history, medications, allergies, and family medical history. Once this information is entered, patients and their treating physicians are able to ~~update~~gain ~~the~~unique ~~information~~insights asinto ~~needed~~diseases, to ~~provide~~leading ~~a comprehensive and up~~ to ~~date~~better ~~medical~~health ~~history.~~outcomes

WeDigital ~~believe~~Healthcare that the HealthLynked Network offers several advantages to patients and physicians not available in the market today. We provide a comprehensive marketing solution allowing physicians to market to both active and inactive patients, and an easy-to-use connection at the point of care through our Patient Access Hub (“PAH”). Patient members can access medical newsfeeds and groups. Our real-time appointment scheduling application allows for patients to book appointments online with participating healthcare providers. Our database and record archives allow for seamless sharing of medical records between healthcare providers and keeps patients in control of shared access. In the HealthLynked Network, parents can create accounts for their children that are linked to their family account, allowing them to provide access to healthcare providers, track vaccination records, and allow hospitals and schools access to important medical information in case of emergencies. The HealthLynked Network is accessible 24 hours a day, 7 days a week, via the internet and on mobile applications for both Android and iOS devices. We believe this type of accessibility is important for schools and during office visits, but more important, in times of a medical emergency.Division

Within our Digital Healthcare division, we develop and manage the HealthLynked Network, a robust, cloud-based platform that centralizes personal medical records and streamlines communication between patients and healthcare providers. Our platform integrates AI-driven capabilities, on-demand telemedicine services, and concierge support, delivering an advanced, technology-enabled patient experience.

Health Services Division

Our Health Services division encompasses a diverse range of clinical operations, offering services such as functional medicine, physical therapy, primary care, and cosmetic treatments. By integrating these patient-focused medical services, we continuously test and refine our healthcare technologies in real-world clinical settings. This approach not only enhances the effectiveness of our tools but also diversifies our revenue streams.

Medical Distribution Division

Operating under MedOffice Direct LLC (“MOD”), our Medical Distribution division serves as a virtual distributor of discounted medical supplies to medical practices and individual consumers across the United States. Through strategic partnerships and direct-to-consumer shipping, we provide cost-effective solutions while strengthening HealthLynked’s overall consumer value.

By aligning our three divisions, we aim to strengthen our position in the healthcare industry, drive innovation, and create meaningful value for our patients, partners, and stockholders.

WeBusiness anticipate that our system will also provide for 24-hour access to medical specialist healthcare providers who can answer medical questions and direct appropriate care to paying members. In addition to 24-hour access, patients may also schedule telemedicine consultations at set times with participating healthcare providers who have expertise in various specialized areas of medicine. Participating physicians can elect to allow patients to request online appointments either via our real-time app or by setting, in their administrator dashboard panel, times and days of the week that patients may request appointments. Appointment requests are then sent by our system to an email address specified by the physician’s office, requesting a follow up to confirm these appointment requests or automatically accept the appointment request.Model

~~HealthLynked~~Our ~~has~~business ~~created~~model ~~880,000~~employs ~~physician~~both ~~base~~consumer ~~profiles~~(B2C) ~~for~~and ~~most~~enterprise ~~physicians~~(B2B) inrevenue ~~the United States~~streams, ~~which~~driven ~~are~~by ~~searchable~~patient onsubscriptions, ~~the~~telemedicine ~~Internet.~~services, ~~Physicians~~appointment ~~can~~booking fees ~~claim~~for ~~their~~in-network ~~profiles confirming~~providers, ~~the~~and ~~accuracy~~strategic ofpartnerships ~~the~~with ~~information~~insurers, ~~free~~employers, ofand ~~charge~~research organizations.

There are three types of providers in the HealthLynked Network: in-network, out of network and participating providers. All physicians can claim their profile and update basic information online and add videos and images of their profile. Once a provider has claimed their profile they are considered in-network. Providers that opt to pay a monthly fee for access to the full range of HealthLynked Network services, which include online scheduling, marketing services and analytics about their practice performance are considered “Participating Providers.”Patients

~~HealthLynked~~Patients ~~provider~~can ~~profiles~~download the ~~enable~~HealthLynked ~~Participating~~mobile ~~Providers~~app toand ~~market~~create ~~directly~~an toaccount ~~patients~~at ~~through~~no ~~our~~cost, ~~PAH~~placing ~~and~~them ~~online~~in ~~marketing~~the ~~services~~Freemium totier ~~recruit new patients and reengage~~ with ~~former~~basic ~~patients~~features. ~~Physician~~Free ~~practices~~users ~~generate~~have ~~more income the more patients they treat, so maximizing efficiency and patient~~limited ~~turnover~~data ~~is critical to increasing total revenues and profitability. As such~~storage, weself-managed ~~believe that our system will enable physicians to reduce the amount of time required to process patient intake forms~~profiles, aslimited ~~patients~~appointment ~~will no longer be required to spend ten to thirty minutes filling out forms at each visit~~bookings, ~~and~~ the ~~practices’~~ability ~~staff will not need~~ to ~~input~~schedule ~~this~~only ~~information~~with ~~multiple~~in-network ~~times~~physicians, ~~into their electronic medical~~standard-rate ~~records~~telemedicine ~~systems. Patients complete their online profiles once~~visits, and ~~thereafter,~~basic ~~they~~chat ~~and their physicians are able to update their profiles as needed~~support. ~~Physicians~~This ~~participating~~Freemium inapproach ~~the~~expands ~~HealthLynked~~user ~~Network~~adoption ~~are~~by ~~required~~lowering toentry ~~update~~barriers ~~the~~and ~~patient~~encouraging ~~records within 24 hours of seeing the~~patients ~~patient. The information is organized in an easy-~~to~~-read~~ ~~format~~explore toour ~~enable~~fundamental ~~a physician to review the necessary information quickly during, and prior to, patient visits, which in turn facilitates a more comprehensive and effective patient encounter~~services.

~~Committed~~For ~~Equity~~more ~~Financing~~extensive functionality, patients may upgrade to a Concierge membership, which costs $12 per month or $120 per year if prepaid. Concierge users enjoy access to unlimited medical record storage, full profile management with dedicated concierge support, the ability to book appointments with any physician nationwide, and enhanced healthcare guidance through our ARi system. They also benefit from more robust family connectivity features, a dynamic rewards program, priority support, and a $20 discount on each telemedicine visit. This subscription-based model provides a predictable recurring revenue stream while significantly enhancing the patient experience.

OnMedical ~~July~~Practices/ 5, 2022, we entered into the Purchase Agreement with the Selling Securityholder. Pursuant to the Purchase Agreement, we have the right to sell to the Selling Securityholder up to 30,000,000 of shares of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of common stock to the Selling Securityholder under the Purchase Agreement, and the timing of any such sales, are at our option, and we are under no obligation to sell any securities to the Selling Securityholder under the Purchase Agreement. In accordance with our obligations under the Purchase Agreement, we have filed the registration statement of which this prospectus forms a part with the SEC to register under the Securities Act the resale by the Selling Securityholder of up to 30,895,255 shares of common stock, consisting of an aggregate amount of 895,255 Commitment Shares and up to 30,000,000 shares of common stock that we may elect, in our sole discretion, to issue and sell to the Selling Securityholder, from time to time under the Purchase Agreement. Upon the satisfaction of the conditions to the Selling Securityholder’s purchase obligation set forth in the Purchase Agreement, including that the registration statement of which this prospectus forms a part be declared effective by the SEC and the final form of this prospectus is filed with the SEC, we will have the right, but not the obligation, from time to time at our discretion until the first day of the month following the 36-month period after the date of the Purchase Agreement, to direct the Selling Securityholder to purchase a specified amount of shares of common stock (each such sale, an “Advance”) by delivering written notice to the Selling Securityholder (each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not to exceed the greater of (i) an amount of shares equal to 30% of the aggregate daily volume traded of our common stock on our principal trading market for the five trading dates immediately preceding an Advance Notice or (ii) 2,000,000 shares. The per share purchase price for the shares of common stock, if any, that we elect to sell to the Selling Securityholder in an Advance pursuant to the Purchase Agreement will be determined by reference to the volume weighted average price of our common stock (the “VWAP”) and calculated in accordance with the Purchase Agreement, less a discount of 4%. There is no upper limit on the price per share that the Selling Securityholder could be obligated to pay for the common stock we may elect to sell to it in any Advance. We will control the timing and amount of any sales of common stock to the Selling Securityholder. Actual sales of shares of our common stock to the Selling Securityholder under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our common stock, and determinations by us as to the appropriate sources of funding for our business and its operations.Providers

We maintain base profiles for approximately 880,000 physicians across the United States, which helps patients easily discover and connect with medical professionals through our platform. Providers fall into two categories: out-of-network and in-network. Out-of-network providers have a basic listing in our directory and may claim and update their profiles with essential details, images, and videos. Once a provider elects to join the HealthLynked Network, pays the one-time activation fee, and agrees to allow patients to request appointments online, the provider is designated as in-network.

In-network providers unlock key benefits such as direct online booking, enhanced exposure to potential patients, and the ability to integrate our mobile check-in service to streamline patient intake and record management. We charge a booking fee for each patient who schedules an appointment through the HealthLynked online booking system, ensuring there is no ongoing cost unless the practice successfully receives patient appointments. This structure incentivizes providers to remain active and engaged on our platform, as it links cost to realized patient volume.

By digitizing and centralizing intake procedures, we help practices reduce administrative overhead while achieving compliance with the 21st Century Cures Act, which mandates timely patient access to medical records. Patients can quickly update their profiles before a visit, enabling physicians to review more complete medical histories and provide more effective care. We believe this integration of scheduling and record management promotes a positive patient experience and fosters loyalty to both the practice and the platform as a whole.

WeStrategic may not issue or sell any shares of Class A common stock to the Selling Securityholder under the Purchase Agreement which, when aggregated with all other shares of Class A common stock then beneficially owned by the Selling Securityholder and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder), would result in the Selling Securityholder beneficially owning more than 4.99% of the outstanding shares of Class A common stock (the “Beneficial Ownership Limitation”).Partnerships

~~The~~Beyond ~~net~~individual ~~proceeds under the~~patients ~~Purchase Agreement to us will depend on the frequency~~ and ~~prices~~providers, atHealthLynked’s ~~which~~business wemodel ~~sell~~can ~~shares~~extend ~~of our stock~~ to ~~the~~strategic ~~Selling~~partnerships ~~Securityholder.~~with ~~We expect~~insurance ~~that~~companies, ~~any~~large ~~proceeds~~employers, ~~received by us from such sales to the Selling Securityholder will be used primarily for working capital purposes~~pharmaceutical ~~such as sales~~companies, ~~marketing~~ and ~~product~~medical ~~development~~research ~~costs~~organizations. ~~related~~By tointegrating ~~the~~our ~~commercialization~~care ofmanagement ~~the~~technology ~~HealthLynked Network~~ and ~~for~~ARi ~~overhead~~guidance ~~costs. The~~platform, ~~Selling~~insurers ~~Securityholder has agreed that it~~ and ~~its affiliates will not engage in any short sales of the common stock nor enter into~~employers ~~any~~can ~~transaction~~improve ~~that~~patient ~~establishes~~outcomes, areduce ~~net~~healthcare ~~short~~costs, ~~position~~and inoffer ~~the~~robust ~~common~~solutions ~~stock~~for ~~during~~their ~~the~~member term of the Purchase Agreement. The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the Purchase Agreement or ~~(ii)~~employee ~~the date on which the Selling Securityholder shall have purchased from us under the Purchase Agreement 30,000,000 shares of our common stock in the aggregate~~populations. ~~We have the right to terminate the Purchase Agreement at no cost or penalty upon~~Pharmaceutical ~~five trading days’ prior written notice to the Selling Securityholder; provided that there are no outstanding Advance Notices~~ and ~~all~~research ~~outstanding~~entities ~~amounts owed to the Selling Securityholder are repaid. We and the Selling Securityholder~~ may ~~also~~leverage ~~agree to terminate the Purchase Agreement by mutual written consent. Neither we nor the Selling Securityholder may assign or transfer~~ our ~~respective rights and obligations under the Purchase Agreement~~aggregated, ~~and~~de-identified nodata ~~provision~~to ofbetter ~~the~~understand ~~Purchase~~treatment ~~Agreement~~patterns, ~~may~~accelerate beresearch, ~~modified or waived by us or the~~and ~~Selling~~conduct ~~Securityholder~~targeted ~~other~~outreach ~~than by an instrument in writing signed by both parties~~programs.

AsWe ~~consideration~~are ~~for~~currently ~~the Selling Securityholder’s commitment~~attempting to ~~purchase~~secure ~~shares~~partnerships ~~of common stock at our direction upon the terms and subject to the conditions set forth~~ in the ~~Purchase~~form ~~Agreement, upon execution~~ of ~~the~~licensing ~~Purchase Agreement~~agreements, weper-member-per-month ~~issued to the Selling Securityholder 895,255 Commitment Shares, and~~ (2PMPM) ~~paid the Selling Securityholder’s structuring and due diligence fees of $10~~contracts,~~000~~ ~~prior~~or toco-branded ~~closing~~integrations. ~~The~~We ~~Purchase Agreement contains customary representations,~~believe ~~warranties~~that, ~~conditions,~~along ~~and~~with ~~indemnification~~patient ~~obligations~~membership ofand ~~the~~provider ~~parties.~~booking ~~The representations~~fees, ~~warranties,~~these ~~and~~B2B ~~covenants contained in such~~ agreements, ~~were~~if ~~made~~we ~~only~~succeed ~~for~~in ~~purposes~~securing ofthem, ~~such~~have ~~agreements~~the ~~and~~potential to ascreate ofan ~~specific~~additional ~~dates,~~revenue ~~were~~pillar ~~solely~~that ~~for~~would ~~the~~strengthen ~~benefit of~~ the ~~parties~~HealthLynked toNetwork ~~such agreements,~~ and ~~may~~drive beplatform ~~subject~~adoption toacross ~~limitations~~multiple ~~agreed upon by the contracting parties~~healthcare touchpoints.

IfCorporate all of the 30,895,255 shares offered by the Selling Securityholder for resale under the registration statement of which this prospectus forms a part were issued and outstanding as of the date hereof (without taking into account the 4.99% Beneficial Ownership Limitation), such shares would represent approximately 11% of the total number of shares of our common stock outstanding and approximately 17% of the total number of outstanding shares held by non-affiliates, in each case as of June 30, 2022.Information

~~Furthermore,~~Our weaddress ~~entered~~is ~~into~~1265 Creekside aParkway, ~~Note~~Suite ~~Purchase~~200, ~~Agreement dated July 5~~Naples, ~~2022 (the “Note Agreement”) pursuant to which~~Florida, ~~within three business days after the effectiveness of the registration statement of which this prospectus forms a part~~34108, weand ~~may~~our ~~request~~telephone ~~that~~number ~~the~~is: ~~Selling Securityholder enter into a promissory note~~ (~~“Promissory Note”~~800) ~~in an amount up to $550,000~~928-7144. ~~The~~We ~~Promissory~~maintain ~~Note~~a ~~will~~website ~~mature~~at ~~on the six-month anniversary of execution~~http://www. healthlynked.com. The ~~Promissory~~information ~~Note~~contained ~~accrues~~in, ~~interest~~or atthat acan ~~rate~~be ofaccessed 0%through, ~~but~~our ~~will~~website beis ~~issued~~not ~~with~~incorporated 5%by ~~original~~reference ~~issue discount~~in, and ~~will~~is benot ~~repaid in~~part ~~5 equal monthly installments beginning on the 30th day following the date~~ of ~~the Promissory Note. The Promissory Note may be repaid with the proceeds of an Advance under the Purchase Agreement or repaid in cash and~~, ~~if repaid in cash, together with a 2% premium~~this prospectus.

~~There~~Going are substantial risks to our stockholders as a result of the sale and issuance of common stock to the Selling Securityholder under the Purchase Agreement. These risks include the potential for substantial dilution and significant declines in our stock price. See the section entitled “Risk Factors.” Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease as a result of sales, if any, under the Purchase Agreement, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to the Selling Securityholder. For more detailed information regarding the Purchase Agreement, see the section entitled “Committed Equity Financing.”Concern

As September 30, 2025, we had cash of $10,911, a working capital deficit of $5,201,336 and an accumulated deficit of $50,768,392. Based on our current business plan, management believes that our available cash and cash equivalents will not be sufficient to fund our operations for the next twelve months from the issuance of the financial statements that are included elsewhere in this prospectus without generating positive cash flows and by raising additional capital from outside sources. These conditions raise substantial doubt about our ability to continue as a going concern. We expect that the net proceeds from this offering will provide us with additional liquidity to fund our operating expenses, working capital needs, and other corporate uses, which management believes will alleviate the conditions that raise substantial doubt about our ability to continue as a going concern for at least the next twelve months. However, there can be no assurance that this offering will be completed on acceptable terms, or at all, or that the net proceeds will be sufficient to fully address our liquidity needs. In addition, our current operating plan is based on current assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be forced to delay or reduce the scope of our commercialization or development programs and/or limit or cease our operations if we are unable to obtain additional funding to support our current business plan.

THE OFFERING

Common stock offered by the Selling Securityholder		Up to 30,895,255 shares of our common stock, consisting of (i) 895,255 Commitment Shares and (ii) up to 30,000,000 shares of common stock we may elect, in our discretion, to issue and sell to the Selling Securityholder under the Purchase Agreement from time to time.
Shares of common stock offered		1,400,000 shares of our common stock (based on assumed public offering price of $5.00 per share).
Terms of the offering		The Selling Securityholder will determine when and how it will dispose of any shares of common stock registered under this prospectus for resale.
Assumed public offering price		$5.00 per share
Common stock outstanding before the offering		~~239~~2,~~080~~881,~~428~~104 shares .(1)
Common stock outstanding after the offering		~~269~~4,~~975~~281,~~683~~104 shares (or 4,491,104 shares if the underwriter exercises its overallotment option in full) at an assumed offering price of $5.00 per share, the midpoint of the offering range.
Use of proceeds		We ~~will~~expect ~~not~~to receive ~~any~~approximately $6,160,000 in net proceeds from the sale of ~~the~~our shares of common stock offered by ~~the~~us ~~Selling~~in ~~Securityholder.~~this ~~However,~~offering we(approximately ~~expect~~$7,136,500 toif ~~receive~~the ~~proceeds~~underwriter ~~under~~exercises ~~the~~its ~~Purchase~~over-allotment ~~Agreement~~option ~~from~~in ~~sales~~full), ofafter ~~Class~~deducting Aestimated ~~common~~underwriting ~~stock~~discounts ~~that~~and wecommissions ~~may~~and ~~elect~~estimated tooffering ~~make~~expenses topayable ~~the~~by ~~Selling~~us. ~~Securityholder~~We ~~pursuant~~intend to use the ~~Purchase~~net ~~Agreement,~~proceeds ifreceived ~~any,~~ from ~~time~~this tooffering ~~time~~for ingeneral ~~our~~corporate ~~discretion.~~purposes, Wewhich ~~expect~~may weinclude ~~would~~funding ~~use~~working ~~the~~capital, ~~net~~capital ~~proceeds~~expenditures, ~~that~~research weand ~~receive~~development, ~~under~~sales ~~the~~and ~~Purchase~~marketing ~~Agreement~~activities, ~~including~~and ~~from any Pre-Advance Loan under~~ the ~~Promissory~~repayment ~~Note~~of ~~primarily~~indebtedness. ~~for~~See ~~working~~“Use ~~capital~~of ~~purposes~~Proceeds” ~~such~~on aspage ~~sales,~~16 ~~marketing~~for ~~and~~a ~~product~~more ~~development~~complete ~~costs~~description ~~related to the commercialization~~ of the ~~HealthLynked~~intended ~~Network~~use ~~and~~of ~~for~~proceeds ~~overhead~~from ~~costs~~this offering.
Trading Symbol		Our common stock is listed and traded on the OTC Market Group’s OTCQB marketplace under the symbol “HLYK.”
Listing		Currently, our common stock is traded on the OTCQB under the symbol “HLYK.” We have applied to list our common stock for trading on Nasdaq under the symbol “HLYK”. To meet the Nasdaq minimum listing requirements, we may be required to have our related party debtholder, Dr. Michael Dent, convert a portion or all of the convertible debt outstanding to him. If our shares of common stock are not approved for listing on Nasdaq, we will not consummate this offering. No assurance can be given that we will meet the minimum listing requirements or that our application will be approved.
Risk Factors		Investing in our securities is highly speculative and involves a significant degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 7 of this prospectus before deciding whether or not to invest in our common stock.
Lock-up Agreements		We have agreed with the underwriter not to sell additional equity securities for a period of 180 days after the closing date of this offering, subject to certain exceptions. Our directors, officers and holders of 5% or more of our common stock have agreed with the underwriter not to offer for sale, sell, contract to sell, pledge or otherwise dispose of any of their shares of our common stock or securities convertible into our common stock, subject to certain exceptions, for a period of 180 days after the closing date of this offering. See “Underwriting”.
Risk Factors		Investing in our securities is highly speculative and involves a significant degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 5 of this prospectus before deciding whether or not to invest in our common stock.

(1) Represents the number of shares of our common stock outstanding as of ~~June~~February 306, ~~2022~~2026. Excludes (i) ~~895~~135,~~255~~646 ~~Commitment Shares issuable under the Purchase Agreement, (ii) 4,101,250~~ shares of common stock issuable upon exercise of outstanding options with a weighted average exercise price of $4.26, (ivii) 59694,~~043,659~~158 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $13.30, ~~119~~(iii) 275,~~768~~311 unissued shares subject to future vesting requirements granted pursuant to our Employee Incentive Plans, (iv) 1,401,102 shares issuable upon the conversion of notes payable to related parties, (v) 22,052 common earned but unissued shares pursuant to consulting agreements, and (ivvi) up to 13137,~~750,000~~500 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or “JOBS Act.” For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

	●	provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;
	●	comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

● comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the Securities and Exchange Commission determines otherwise; ● provide certain disclosure regarding executive compensation required of larger public companies; or ● obtain shareholder approval of any golden parachute payments not previously approved or hold a nonbinding advisory vote on executive compensation.

We will cease to be an “emerging growth company” upon the earliest of:

● when we have $1 billion or more in annual revenues; ● when we have at least $700 million in market value of our common stock held by non-affiliates; ● when we issue more than $1 billion of non-convertible debt over a three-year period; or ● the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), which will allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Corporate Information

Our address is 1265 Creekside Parkway, Suite 302, Naples, Florida, 34108, and our telephone number is: (800) 928-7144. We maintain a website at http://www.healthlynked.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

● Our limited operating history; ● our ability to manufacture, market and sell our products; ● our ability to maintain or protect the validity of our U.S. and other patents and other intellectual property; ● our ability to launch and penetrate markets; ● our ability to retain key executive members; ● our ability to internally develop new inventions and intellectual property; ● interpretations of current laws and the passages of future laws; and ● acceptance of our business model by investors and the commercial market.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements. Please see “Risk Factors” for additional risks which could adversely impact our business and financial performance.

RISK FACTORS

An investment in our securities involves a high degree of risk. This prospectus contains a discussion of the risks applicable to an investment in our securities. You should carefully consider the specific factors discussed under this “Risk Factors” heading in this prospectus, together with all of the other information contained or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and any updates described in our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2022, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

FINANCIAL AND GENERAL BUSINESS RISKS

WeThere ~~may~~is ~~never~~substantial ~~be able~~doubt toabout ~~implement~~ our ~~proposed~~ability to ~~online~~continue ~~personal~~as ~~medical~~a ~~information~~going concern and ~~archiving~~a ~~system~~failure ~~and~~to asobtain ~~such~~financing, anincluding ~~investment~~from inthis usoffering, atcould ~~this~~prevent ~~stage of~~us from executing our business plan isor ~~extremely~~operate ~~risky~~as a going concern.

~~The HealthLynked~~As ~~Network~~September ~~was~~30, ~~soft~~2025, ~~launched~~we had incash ~~2018. The success~~ of ~~the~~$10,911, ~~HealthLynked~~a ~~Network~~working ~~depends~~capital indeficit ~~large part on the population~~ of ~~the network~~$5,201,336 ~~with physicians~~ and ~~patients.~~an Weaccumulated ~~continually~~deficit ~~develop additional functionality~~ of ~~the Network~~$50,768,392. ~~However,~~Based weon ~~cannot~~our ~~predict~~current ~~the scale~~business ofplan, ~~how~~management ~~many~~believes ~~physicians~~that ~~and patients will adopt~~ our ~~technology,~~available orcash if and ~~when~~cash ~~they~~equivalents ~~do,~~will ~~the~~not ~~timing~~be ofsufficient ~~such~~to ~~large-scale~~fund ~~adoption.~~our ~~Further, it~~operations isfor ~~possible~~the ~~that~~next ~~other~~twelve months ~~competitors~~from ~~with~~the ~~greater~~issuance ~~resources~~of ~~could~~the ~~enter~~financial ~~the~~statements ~~market~~that ~~and~~are ~~make~~included itelsewhere ~~more~~in ~~difficult~~this ~~for~~prospectus uswithout togenerating ~~attract~~positive orcash ~~keep~~flows ~~customers.~~and ~~Consequently,~~by atraising ~~this~~additional ~~phase~~capital offrom ~~our~~outside ~~development,~~sources. These ~~our~~conditions ~~future~~raise issubstantial ~~speculative~~doubt ~~and~~about ~~depends~~our onability ~~the~~to ~~proper~~continue ~~execution of our business~~as ~~model,~~a ~~including~~going ~~but~~concern. ~~not~~In ~~limited to deploying the PAH~~addition, ~~populating~~our ~~the~~current ~~HealthLynked~~operating ~~Network~~plan ~~with~~is abased ~~substantial~~on ~~number~~current ofassumptions ~~patients,~~that ~~registering paying~~may ~~physicians~~prove into ~~the~~be ~~HealthLynked Network~~wrong, and ~~continuing~~we tocould ~~develop~~use our ~~additional~~available ~~applications~~capital ~~and~~resources ~~functionality~~sooner ~~for~~than ~~the~~we ~~HealthLynked Network~~currently expect.

Our ~~future~~ability ~~success~~to continue as ~~depends~~a going concern is dependent on our ability to ~~execute~~generate ~~our~~sufficient ~~business~~cash ~~plan~~flows byfrom ~~fully~~operations ~~developing~~and to obtain additional financing. We expect the net proceeds from this offering to provide us with additional liquidity to fund our ~~online~~operating ~~medical~~expenses, ~~records~~working ~~platform~~capital needs, and other ~~recruiting~~corporate ~~physicians and~~uses, ~~patients~~which management believes will alleviate the conditions that raise substantial doubt about our ability to ~~adopt~~continue as ~~and~~a ~~use~~going concern for at least the ~~system~~next twelve months. However, there iscan be no ~~guarantee~~assurance that wethis offering will be ~~able~~completed on acceptable terms, or at all, or that the net proceeds will be sufficient to ~~successfully~~fully ~~implement~~address our liquidity needs. If this offering is not completed, or if the net proceeds are less than anticipated, we may be required to significantly curtail our operations, delay or abandon the implementation of our business plan, seek additional financing on unfavorable terms, or pursue other strategic alternatives, including restructuring or insolvency proceedings. Even if this offering is successfully completed, we may need to raise additional capital sooner than expected, and any such financing may not be available on favorable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

~~Our~~A ~~operations~~failure to ~~date~~obtain ~~have~~additional ~~been~~financing ~~limited~~could toprevent ~~providing~~us ~~patient~~from ~~services~~making atnecessary ~~our~~expenditures ~~NWC,~~for ~~NCFM~~advancement and ~~BTG~~growth ~~facilities,~~to ~~generating~~partner ~~MSSP~~with businesses and ~~consulting~~hire ~~revenue~~additional personnel. ~~from~~If ~~our~~we ~~ACO/MSO segment,~~raise ~~and~~additional ~~generating~~financing ~~product~~by ~~revenue~~selling ~~from~~equity, ~~our~~or ~~Medical~~convertible ~~Distribution~~debt ~~segment.~~securities, Wethe ~~have~~relative ~~not~~equity ~~yet~~ownership ~~demonstrated~~of our ~~ability~~existing investors tocould ~~successfully develop~~be diluted, or ~~market~~ the ~~online~~new ~~medical~~investors ~~records~~could ~~platform~~obtain weterms ~~seek~~more tofavorable ~~provide~~than ~~through~~previous ~~the HealthLynked Network~~investors. WeIf ~~have~~we ~~not~~raise ~~entered~~additional ~~into any~~funds ~~agreements~~through ~~with~~debt ~~third~~financing, ~~party~~we ~~doctors~~could orincur ~~patients~~significant toborrowing ~~use~~costs ~~our system for their medical records~~ and ~~there is no assurance that we will~~ be ~~able~~ subject to ~~enter~~adverse ~~into~~consequences ~~such agreements~~ in the ~~future~~event of a default.

Our substantial indebtedness, including convertible related-party debt, could adversely affect our business, financial condition, and results of operations.

We have a significant amount of outstanding debt. If we are unable to generate sufficient cash flow or obtain additional financing on acceptable terms, we may not be able to meet our obligations under our outstanding debt instruments. Failure to comply with the covenants in our debt agreements could result in events of default, which, if not cured or waived, could lead to acceleration of the indebtedness and potentially foreclosure on the assets securing such debt. In such circumstances, we may be forced to seek additional financing, restructure our existing debt, or take other actions that may not be successful and could materially and adversely impact our business, financial condition, and results of operations.

A substantial amount of our debt is convertible debt to a related party, Dr, Michael Dent, which creates risks beyond those typically associated with third-party financing. The terms of this debt, including its conversion features, may result in significant dilution to our existing stockholders if the related party elects to convert all or a portion of the outstanding principal or accrued interest into shares of our common stock. In addition, the presence of related-party debt introduces potential conflicts of interest. The related party may have interests that differ from—or conflict with—those of our other stockholders, including with respect to decisions involving refinancing, amendments to debt terms, exercise of conversion rights, or enforcement of remedies in the event of default. Negotiations with the related party may not reflect arm’s-length terms, and other investors or financing sources may perceive the related-party arrangement as less favorable, which could impair our ability to raise capital on competitive terms.

Our future success depends on our ability to execute our business plan by fully developing the HealthLynked Network and recruiting physicians and patients to adopt and use the system. However, there is no guarantee that we will be able to successfully implement our business plan.

Our operations to date have been limited to providing patient services at our Naples Center for Functional Medicine (“NCFM”), Bringing the Gap Physical Therapy (“BTG”), Aesthetic Enhancements Unlimited (“AEU”), Concierge Care Naples (“CCN”) and Naples Women’s Center (“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 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.

Failure to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements.

Our management has identified material weaknesses in our internal control over financial reporting and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective as of September 30, 2025. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

We may not be able to effectively control and manage our growth.

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 ~~personnel~~function. The capacity to service the online medical records platform and our ~~expected~~potential growth, including growth via acquisition, may impose a significant burden on our future planned administrative and operational resources. The growth of our business, 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.

The departure or loss of Dr. Michael Dent could disrupt our business.

~~During~~We ~~2020~~depend ~~and 2021, we depended~~ 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.

Our sales strategy may not be successful.

~~Since~~In ~~2018~~the past, we have used a ~~telesales~~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. InDue ~~2021~~to the limited success of this sales model, wemanagement ~~hired~~recently apivoted ~~Vice~~to ~~President~~a B2B/strategic ofpartnership ~~Sales~~SAAS tofocused ~~spearhead~~sales amodel. ~~direct~~Management believes this alternative sales ~~effort~~model ~~aimed~~best atpositions ~~monetizing~~the ~~our~~Company ~~HealthLynked~~to ~~Network~~commercialize and monetize ~~growing~~the ~~our~~HealthLynked ~~medical~~Network ~~distribution~~and ~~business~~MOD businesses. There is no assurance that our ~~direct~~ 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, or ~~and~~limit their growth.

Key components of our product sales made through MOD are provided by a sole supplier, and supply shortages or loss of this supplier could result in interruptions in supply or increased costs.

We rely on a sole supplier for the fulfillment of nearly all product sales made through MOD~~, which was acquired in October 2020~~. 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 ~~form~~from 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.~~

The healthcare industry is highly regulated, and government authorities may determine that we have failed to comply with applicable laws, rules, or regulations.

The healthcare industry, healthcare information technology, the online medical records platform services that we provide, and the physicians’ medical practices we engage in through our Health Services segment are subject to extensive and complex federal, state, and local laws, rules and regulations, compliance with which imposes substantial costs on us. Of particular importance are the provisions summarized as follows:

● federal laws (including the ~~federal~~Federal False Claims Act) that prohibit entities and individuals from knowingly or recklessly making claims to Medicaid, Medicare and other government-funded programs that contain false or fraudulent information or from improperly retaining known overpayments; ● a provision of the Social Security Act, commonly referred to as the “anti-kickback” statute, that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral or recommendation of patients for items and services covered, in whole or in part, by federal healthcare programs, such as Medicaid and Medicare; ● a provision of the Social Security Act, commonly referred to as the Stark Law, that, subject to limited exceptions, applies when physicians refer Medicare patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including a compensation arrangement) with the entity; ● similar state law provisions pertaining to anti-kickback, fee splitting, self-referral and false claims issues, which typically are not limited to relationships involving government-funded programs; ● provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) that prohibit knowingly and willfully executing a scheme or artifice to defraud a healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services; ● state laws that prohibit general business corporations from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as splitting fees with physicians;

● ~~federal~~a ~~and~~provision ~~state~~of ~~healthcare~~the ~~programs~~Social ~~may~~Security ~~deny~~Act, ~~our~~commonly ~~application~~referred to ~~become~~as athe ~~participating~~“anti-kickback” ~~provider~~statute, that ~~could~~prohibits inthe ~~turn~~knowing ~~cause~~and uswillful tooffer, ~~not~~payment, besolicitation ~~able to treat those patients~~ or ~~prohibit~~receipt usof ~~from~~any ~~billing~~bribe, ~~for~~kickback, ~~the~~rebate ~~treatment~~or ~~services~~other ~~provided~~remuneration, toin ~~such~~cash ~~patients;~~or ●in ~~federal~~kind, ~~and~~in ~~state~~return ~~laws~~for ~~that~~the ~~prohibit~~referral ~~providers~~or ~~from~~recommendation ~~billing~~of ~~and~~patients ~~receiving payment from Medicaid or Medicare~~ for ~~services~~items ~~unless~~and ~~the~~ services ~~are medically necessary~~covered, ~~adequately~~in ~~and~~whole ~~accurately~~or ~~documented~~in ~~and~~part, ~~billed~~by ~~using~~federal ~~codes~~healthcare ~~that~~programs, ~~accurately~~such ~~reflect~~as ~~the~~Medicaid ~~type~~ and ~~level of services rendered~~Medicare;

8● a provision of the Social Security Act, commonly referred to as the Stark Law, that, subject to limited exceptions, applies when physicians refer Medicare patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including a compensation arrangement) with the entity;

● federal and state laws pertaining to the provision of services by non-physician practitioners, such as advanced nurse practitioners, physician assistants and other clinical professionals, physician supervision of such services and reimbursement requirements that may be dependent on the manner in which the services are provided and documented; and ● federal laws that impose civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs, inappropriately reducing hospital care lengths of stay for such patients, or employing individuals who are excluded from participation in federally funded healthcare programs.7

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similar state law provisions pertaining to anti-kickback, fee splitting, self-referral and false claims issues, which typically are not limited to relationships involving government-funded programs;

●

provisions of the Federal Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) that prohibit knowingly and willfully executing a scheme or artifice to defraud a healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services;

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state laws that prohibit general business corporations from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as splitting fees with physicians;

●

federal and state healthcare programs may deny our application to become a participating provider that could in turn cause us to be unable to treat those patients or prohibit us from billing for the treatment services provided to such patients;

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federal and state laws that prohibit providers from billing and receiving payment from Medicaid or Medicare for services unless the services are medically necessary, adequately and accurately documented and billed using codes that accurately reflect the type and level of services rendered;

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federal and state laws pertaining to the provision of services by non-physician practitioners, such as advanced nurse practitioners, physician assistants and other clinical professionals, physician supervision of such services and reimbursement requirements that may be dependent on the manner in which the services are provided and documented; and

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federal laws that impose civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs, inappropriately reducing hospital care lengths of stay for such patients, or employing individuals who are excluded from participation in federally funded healthcare programs.

In addition, we believe that our business, including the business conducted through our Health Services segment, will continue to be subject to increasing regulation, the scope and effect of which we cannot predict.

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 ~~the~~ physicians using the HealthLynked Network, 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.

Furthermore, changes in these laws and regulations, or administrative and judicial interpretations thereof, may require us to change our business practices which could have a material adverse effect on our business, financial condition and results of operations. Because of the complex and far-reaching nature of these laws, there can be no assurance that we would not be required to alter one or more of our practices to be in compliance with these laws.

We rely on Amazon Web Services, or AWS, for the vast majority of our computing, storage, bandwidth, and other services. Any disruption of or interference with our use of the platform would negatively affect our operations and seriously harm our business.

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 of service provided by AWS or similar providers may also impact our users’ and partners’ usage of and satisfaction with ~~our~~ 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.

Federal and state laws that protect the privacy and security of protected health information may increase our costs and limit our ability to collect and use that information and subject us to penalties if we are unable to fully comply with such laws.

Numerous federal and state laws and regulations govern the collection, dissemination, use, security and confidentiality of individually identifiable health information. These laws include:

● Provisions of HIPAA that limit how healthcare providers may use and disclose individually identifiable health information, provide certain rights to individuals with respect to that information and impose certain security requirements; ● The Health Information Technology for Economic and Clinical Health Act (“HITECH”), which strengthens and expands the HIPAA Privacy Standards and Security Standards and imposes data breach notification obligations;

9● The Health Information Technology for Economic and Clinical Health Act (“HITECH”), which strengthens and expands the HIPAA Privacy Standards and Security Standards and imposes data breach notification obligations;

● Other federal and state laws restricting the use and protecting the privacy and security of protected health information, many of which are not preempted by HIPAA; ~~● Federal and state consumer protection laws; and ● Federal and state laws regulating the conduct of research with human subjects.~~

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Federal and state consumer protection laws; and

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Federal and state laws regulating the conduct of research with human subjects.

Through the HealthLynked Network, we collect and maintain protected health information in paper and electronic format. New protected health information standards, whether implemented pursuant to HIPAA, HITECH, congressional action or otherwise, could have a significant effect on the manner in which we handle healthcare-related data and communicate with third parties, and compliance with these standards could impose significant costs on us, or limit our ability to offer certain services, thereby negatively impacting the business opportunities available to us.

In addition, if we do not comply with existing or new laws and regulations related to protected health information, we could be subject to remedies that include monetary fines, civil or administrative penalties, civil damage awards or criminal sanctions.

RISKS RELATED TO THE HEALTHLYNKED NETWORK

The market for Internet-based personal medical information and record archiving systems may not develop substantially further or develop more slowly than we expect, harming the growth of our business.

It is uncertain whether personal medical information and record archiving systems will achieve and sustain the high levels of demand and market acceptance we anticipate. Further, even though we expect patients and physicians within our own Health Services segment to use the HealthLynked Network, our success will depend, to a substantial extent, on the willingness of unaffiliated patients, physicians and hospitals to use our services. Some patients, physicians and hospitals may be reluctant or unwilling to use our services, because they may have concerns regarding the risks associated with the security and reliability, among other things, of the technology model associated with these services. If our target users do not believe our systems are secure and reliable, then the market for these services may not expand as much or develop as quickly as we expect, either of which would significantly adversely affect our business, financial condition, or operating results.

If we do not continue to innovate and provide services that are useful to our target users, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on our ability to keep pace with technological developments, satisfy increasingly sophisticated client requirements, and obtain market acceptance. Our competitors are constantly developing products and services that may become more efficient or appealing to our clients and users. As a result, we will be required to invest significant resources in research and development in order to enhance our existing services and introduce new high-quality services that clients and users will want, while offering these services at competitive prices.

If we are unable to predict user preferences or industry changes, or if we are unable to modify our services on a timely or cost-effective basis, we may lose clients and target users. Our operating results would also suffer if our innovations are not responsive to the needs of our clients and users, are not appropriately timed with market opportunity, or are not effectively brought to market. As technology continues to develop, our competitors may be able to offer results that are, or that are perceived to be, substantially similar to or better than those generated by our services. This may force us to compete on additional service attributes and to expend significant resources in order to remain competitive.

We may be unable to adequately protect, and we may incur significant costs in enforcing, our intellectual property and other proprietary rights.

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights. We expect to rely upon a combination of copyright, trademark, trade secret, and unfair competition laws, as well as license and access agreements and other contractual provisions, to protect these rights.

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 ~~submitted~~been ~~the~~granted ~~application~~a patent for our ~~first~~Patient ~~two~~Access ~~provisional~~Hub, ~~patents~~or ~~for~~PAH, have submitted a patent related to our ARi ~~PAH~~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.

We will 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 they 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.

Our expected agreements with clients, users, vendors and strategic partners will limit their use of, and allow us to retain our rights in, our intellectual property and proprietary information. Further, we anticipate that these 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.

To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop and market products or services similar to ours, or use trademarks similar to ours, each of which could materially harm our business. Existing U.S. federal and state intellectual property laws offer only limited protection. In addition, if we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results, or financial condition.

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 licenses. Therefore, the potential impact of such terms on our business is ~~somewhat~~ unknown. For example, some open source licenses require ~~that~~ 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 under our proprietary source code. However, there can be no assurance that such efforts will be successful, and such use could inadvertently occur.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software and internet industries are characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We may receive in the future communications from third parties claiming that we, our technology, or components thereof, infringe on the intellectual property rights of others. We may not be able to withstand such third-party claims against our technology, and we could lose the right to use third-party technologies that are the subject of such claims. Any intellectual property claims, whether with or without merit, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, and require us to pay monetary damages or enter into royalty or licensing agreements. Although we intend that many of our third-party service providers will be obligated to indemnify us if their products infringe the rights of others, such indemnification may not be effective or adequate to protect us or the indemnifying party may be unable to uphold its contractual obligations.

Moreover, any settlement or adverse judgment resulting from such a claim could require us to pay substantial amounts of money or obtain a license to continue to use the technology or information that is the subject of the claim, or otherwise restrict or prohibit our use of the technology or information. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all, from third parties asserting an infringement claim; that we would be able to develop alternative technology on a timely basis, if at all; that we would be able to obtain a license to use a suitable alternative technology or information to permit us to continue offering, and our clients to continue using, our affected services; or that we would not need to change our product and design plans, which could require us to redesign affected products or services or delay new offerings. Accordingly, an adverse determination could prevent us from implementing our strategy or offering our services and products, as currently contemplated.

We may not be able to properly safeguard the information on the HealthLynked Network.

Information security risks have generally increased in recent years because of new technologies and the increased activities of perpetrators of cyber-attacks resulting in the theft of protected health, business or financial information. A failure in, or a breach of our information systems as a result of cyber-attacks could disrupt our business, result in the release or misuse of confidential or proprietary information, damage our reputation, and increase our administrative expenses. Further, any such breaches could result in exposure to liability under U.S. federal and state laws and could adversely impact our business. Although we have robust information security procedures and other safeguards in place, as cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures or to investigate and remediate any information security vulnerabilities. Any of these disruptions or breaches of security could have a material adverse effect on our business, financial condition, and results of operations.

Our employees may not take all appropriate measures to secure and protect confidential information in their possession.

Each of our employees is advised that they are responsible for the security of the information in our systems and to ensure that private information is kept confidential. Should an employee not follow appropriate security measures, including those that have been put in place to prevent cyber threats or attacks, the improper release of protected health information could result. The release of such information could have a material adverse effect on our reputation and our business, financial condition, results of operations, and cash flows.

RISKS RELATED TO THE PROVISION OF MEDICAL SERVICES

Any state budgetary constraints could have an adverse effect on our reimbursement from Medicaid programs.

As a result of slow economic growth and volatile economic conditions, many states are continuing to collect less revenue than they did in prior years and as a consequence are facing budget shortfalls and underfunded pension and other obligations. Although the shortfalls for the more recent budgetary years have declined, they are still significant by historical standards. The financial condition in Florida or other states in which we may have operations in the future could lead to reduced or delayed funding for Medicaid programs and, in turn, reduced or delayed reimbursement for physician services, which could adversely affect our results of operations, cash flows and financial condition.

Healthcare reform may have a significant effect on our business.

The ACA contains a number of provisions that could affect us over the next several years. These provisions include the establishment of health insurance exchanges to facilitate the purchase of qualified health plans, and expansion of healthcare fraud and abuse laws. Further, under the ACA, payment modifiers are being developed that will differentiate payments to physicians under federal healthcare programs based on quality and cost of care. In addition, other provisions authorize voluntary demonstration projects relating to the bundling of payments for episodes of hospital care and the sharing of cost savings achieved under the Medicare program.

The Centers for Medicare and Medicaid Services (“CMS”) issued a final rule under the ACA that is intended to allow physicians, hospitals and other health care providers to coordinate care for Medicare beneficiaries through Accountable Care Organizations (“ACOs”). ACOs are entities consisting of healthcare providers and suppliers organized to deliver services to Medicare beneficiaries and eligible to receive a share of any cost savings the entity can achieve by delivering services to those beneficiaries at a cost below a set baseline and based upon established quality of care standards. We will continue to evaluate the impact of the ACO regulations on our business and operations.

The ACA also allows states to expand their Medicaid programs through an increase in the Medicaid eligibility income limit from a state’s current eligibility levels to 133% of the federal poverty level. It remains unclear to what extent states will expand their Medicaid programs by raising the income limit to 133% of the federal poverty level.

The ACA also remains subject to continuing legislative scrutiny, including efforts by Congress to further amend or repeal a number of its provisions as well as administrative actions delaying the effectiveness of key provisions. As a result, we cannot predict with any assurance the ultimate effect of the ACA on our Company, nor can we provide any assurance that its provisions will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

Government-funded programs or private insurers may limit, reduce or make retroactive adjustments to reimbursement amounts or rates.

A portion of the net patient service revenue derived from services rendered through our Health Services segment is from payments made by Medicare and Medicaid and other government-sponsored or funded healthcare programs (the “GHC Programs”). These government-funded programs, as well as private insurers, have taken and may continue to take steps, including a movement toward increased use of managed care organizations, value-based purchasing, and new patient care models to control the cost, eligibility for, use and delivery of healthcare services as a result of budgetary constraints and cost containment pressures due to unfavorable economic conditions, rising healthcare costs and for other reasons. These government-funded programs and private insurers may attempt other measures to control costs, including bundling of services and denial of, or reduction in, reimbursement for certain services and treatments. As a result, payments from government programs or private payors may decrease significantly. Also, any adjustment in Medicare reimbursement rates may have a detrimental impact on our reimbursement rates not only for Medicare patients, but also because Medicaid and other third-party payors often base their reimbursement rates on a percentage of Medicare rates. Our business may also be materially affected by limitations on, or reductions in, reimbursement amounts or rates or elimination of coverage for certain individuals or treatments. Moreover, because government-funded programs generally provide for reimbursements on a fee-schedule basis rather than on a charge-related basis, we generally cannot increase our revenues from these programs by increasing the amount we charge for services rendered by our physicians. To the extent our costs increase, we may not be able to recover our increased costs from these programs, and cost containment measures and market changes in non-government-funded insurance plans have generally restricted our ability to recover, or shift to non-governmental payors, these increased costs. In addition, funds we receive from third-party payors are subject to audit with respect to the proper billing for physician and ancillary services and, accordingly, our revenue from these programs may be adjusted retroactively. Any retroactive adjustments to our reimbursement amounts could have a material effect on our financial condition, results of operations, cash flows and the trading price of our common stock.

We may become subject to billing investigations by federal and state government authorities.

Federal and state laws, rules and regulations impose substantial penalties, including criminal and civil fines, exclusion from participation in government healthcare programs and imprisonment, on entities or individuals (including any individual corporate officers or physicians deemed responsible) that fraudulently or wrongfully bill government-funded programs or other third-party payors for healthcare services. CMS issued a final rule requiring states to implement a Medicaid Recovery Audit Contractor (“RAC”) program effective January 1, 2012. States are required to contract with one or more eligible Medicaid RACs to review Medicaid claims for any overpayments or underpayments, and to recoup overpayments from providers on behalf of the state. In addition, federal laws, along with a growing number of state laws, allow a private person to bring a civil action in the name of the government for false billing violations. We believe that audits, inquiries and investigations from government agencies will occur from time to time in the ordinary course of our operations, which could result in substantial defense costs to us and a diversion of management’s time and attention. We cannot predict whether any future audits, inquiries or investigations, or the public disclosure of such matters, would have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our common stock.

We may not appropriately record or document the services provided by our physicians.

We must appropriately record and document the services our doctors provide to seek reimbursement for their services from third-party payors. If our physicians do not appropriately document, or where applicable, code for their services, we could be subjected to administrative, regulatory, civil, or criminal investigations or sanctions and our business, financial condition, results of operations and cash flows could be adversely affected.

We may not be able to successfully recruit and retain qualified physicians, who are key to our Health Services segment’s revenues and billing.

~~Our~~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 types of healthcare providers, including teaching, research and government institutions, hospitals and health systems and other 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.

A significant number of physicians could leave our practices and we may be unable to enforce the non-competition covenants of departed employees.

We have entered into employment agreements with certain of our physicians that can be terminated without cause by any party upon prior written notice. In addition, substantially all of our physicians have agreed not to compete with us within a specified geographic area for a certain period after termination of employment. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Although we believe that the non-competition and other restrictive covenants applicable to our affiliated physicians are reasonable in scope and duration and therefore enforceable under applicable state law, courts and arbitrators in some states are reluctant to strictly enforce non-compete agreements and restrictive covenants against physicians. Our physicians may leave our practices for a variety of reasons, including providing services for other types of healthcare providers, such as teaching, research and government institutions, hospitals and health systems and other practice groups. If a substantial number of our physicians leave our practices or we are unable to enforce the non-competition covenants in the employment agreements, our business, financial condition, results of operations and cash flows could be materially, and adversely affected. We cannot predict whether a court or arbitration panel would enforce these covenants in any particular case.

We may be subject to medical malpractice and other lawsuits not covered by insurance.

Our business entails an inherent risk of claims of medical malpractice against our affiliated physicians and us. We may also be subject to other lawsuits which may involve large claims and significant defense costs. Although we currently maintain liability insurance coverage intended to cover professional liability and other claims, there can be no assurance that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us. Liabilities in excess of our insurance coverage, including coverage for professional liability and other claims, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our common stock. See “Professional and General Liability Coverage.”

We may not be able to collect reimbursements for our services from third-party payors in a timely manner.

Approximately 23% of our net patient service revenue for the year ended December 31, 2021was derived from reimbursements from various third-party payors, including GHC Programs, private insurance plans and managed care plans, for services provided by our physicians. We are responsible for submitting reimbursement requests to these payors and collecting the reimbursements, and we assume the financial risks relating to uncollectible and delayed reimbursements. In the current healthcare environment, payors continue their efforts to control expenditures for healthcare, including revisions to coverage and reimbursement policies. Due to the nature of our business and our participation in government-funded and private reimbursement programs, we are involved from time to time in inquiries, reviews, audits and investigations by governmental agencies and private payors of our business practices, including assessments of our compliance with coding, billing and documentation requirements. We may be required to repay these agencies or private payors if a finding is made that we were incorrectly reimbursed, or we may be subjected to pre-payment reviews, which can be time-consuming and result in non-payment or delayed payment for the services we provide. We may also experience difficulties in collecting reimbursements because third-party payors may seek to reduce or delay reimbursements to which we are entitled for services that our affiliated physicians have provided. In addition, GHC Programs may deny our application to become a participating provider that could prevent us from providing services to patients or prohibit us from billing for such services. If we are not reimbursed fully and in a timely manner for such services or there is a finding that we were incorrectly reimbursed, our revenue, cash flows and financial condition could be materially, adversely affected.

Certain federal and state laws may limit our effectiveness at collecting monies owed to us from patients.

We utilize third parties to collect from patients any co-payments and other payments for services that are provided by our physicians. The ~~federal~~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, 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.

We may not be able to maintain effective and efficient information systems.

The profitability of our business is dependent on uninterrupted performance of our information systems. Failure to maintain reliable information systems, disruptions in our existing information systems or the implementation of new systems could cause disruptions in our business operations, including errors and delays in billings and collections, disputes with patients and payors, violations of patient privacy and confidentiality requirements and other regulatory requirements, increased administrative expenses and other adverse consequences.

~~RISKS RELATING TO OUR ACO/MSO BUSINESS~~12

The Affordable Care Act, or ACA, and subsequent rules promulgated by CMS, including any repeal, replacement or modification to the ACA, could have a material adverse effect on our business and financial results.

The ACA was signed into law in March 2010 and legislated broad-based changes to the U.S. health care system which continue to have a material impact on our business. There is considerable discussion within the new Presidential administration and Congress about repealing and replacing the ACA. At this time, it is uncertain whether, when, and what changes will be made to the ACA, and what impact such changes could have on our business. However, any changes to the ACA, including through any repeal and replacement to the ACA, could have a material adverse effect on our business, financial position and results of operations.

Under the MSSP, CMS has historically made payments to ACOs for a measurement year in the second half of the following year, which negatively impacts our cash flows. In order to receive revenues from CMS under the MSSP, the ACO must meet certain minimum savings rates (i.e. save the federal government money) and meet certain quality measures. More specifically, an ACO’s medical expenses for its assigned beneficiaries during a relevant measurement year must be below the benchmark established by CMS for such ACO. Notwithstanding our efforts, our ACO may be unable to meet the required savings rates or may not satisfy the quality measures, which may result in our receiving no revenues and losing our investment in the acquisition and operation of CMS and AHP. In addition, the MSSP presents challenges and risks associated with the timeliness and accuracy of data and interpretation of complex rules, which may impact the timing and amount of revenue we can recognize and could have a material adverse effect on our ability to recoup any of our investment in this new business. Further, there can be no assurance that we will maintain positive relations with our ACO partners which may result in certain of the ACOs terminating our relationship, which could result in a potential loss of our investment. We continue to evaluate our ACO based on a variety of factors, including the level of commitment by the physicians in the ACO and the likelihood of the ACO achieving shared savings.

RISKS RELATING TO OUR ORGANIZATION

Our articles of incorporation authorize our ~~board~~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.

Our Board ~~of Directors~~ has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board ~~of Directors~~ also has the authority to issue preferred stock without further stockholder approval. As a result, our Board ~~of Directors~~ could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board ~~of Directors~~ could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Stockholders’ ability to influence corporate decisions may be limited because Michael Dent, our Chief Executive Officer and Chairman of the Board, currently owns a controlling percentage of the voting power of our common stock.

Currently, our ~~officer~~officers and directors as a group beneficially control approximately 7299.3% of our voting power, of which approximately 7199.2% is controlled by our Chairman and CEO, Dr. Michael Dent. As a result of this voting control, ~~our~~Dr. ~~officer~~Dent ~~and directors~~ 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 ~~our~~Dr. ~~officer~~Dent and ~~directors 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.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

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 our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical ~~un-discovered~~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 ~~require~~requires our management to certify financial ~~and~~ and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal ~~control~~ 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 ~~an “emerging growth company” pursuant to the provisions of the JOBS Act or~~ a “non- accelerated filer” as defined in Rule 12b-2 of the Exchange Act.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules subsequently implemented by the SEC have various requirements with regard to the corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

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

Our common stock has traded on the OTCQB under the symbol “HLYK” since May 10, 2017. There is a limited public market for our common stock and a more active public market for our common stock may not develop. Failure to develop or maintain an active trading market could make it difficult to sell shares or recover any part of an investment in our common shares. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

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. 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 the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information, investment experience, and investment objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. 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, 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.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● being permitted to provide only two years of audited financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● taking advantage of an extension of time to comply with new or revised financial accounting standards; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our shareholders may be left without information or rights available to shareholders of more mature companies. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to follow certain scaled disclosure requirements available to smaller reporting companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. While we are not currently delaying the implementation of any relevant accounting standards, in the future we may avail ourselves of this right, and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

Our stockholders are subject to significant dilution upon the occurrence of certain events which could result in a decrease in our stock price.

As of ~~June~~the ~~30,~~date ~~2022,~~of this prospectus, we had approximately 772,~~014~~665,~~677~~769 shares of our common stock reserved or designated for future issuance upon the exercise of outstanding ~~warrants,~~ options, warrants, unvested employee grants, common stock issuable, convertible debt and Series B Convertible Preferred Stock. Future sales of substantial amounts of our common stock ~~into~~ to the public and the issuance of the shares reserved for future issuance, in payment of our debt, and/or upon exercise of outstanding options and warrants, will be dilutive to our existing stockholders and could result in a decrease in our stock price.

1713

RISKS RELATED TO OFFERING

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IfOur ~~and~~management ~~when~~team wewill dohave broad ~~sell~~discretion ~~shares~~ as to the ~~Selling~~use ~~Securityholder,~~of the ~~Selling~~net ~~Securityholder~~proceeds ~~may~~from ~~resell~~our ~~all,~~sale ~~some,~~of orshares ~~none~~ of ~~those~~common ~~shares~~stock atand ~~its~~we ~~discretion,~~could ~~subject~~use tosuch proceeds for purposes other than those contemplated at the ~~terms~~time of ~~the~~commencement ~~Purchase~~of ~~Agreement~~this offering. ~~Therefore~~Accordingly, ~~sales~~you towill ~~the~~be ~~Selling~~relying ~~Securityholder~~on bythe usjudgment ~~could~~of ~~result~~our inmanagement team ~~substantial~~with ~~dilution~~regard to the ~~interests~~ use of ~~other~~those ~~holders~~net ofproceeds, ~~our~~and ~~common~~you ~~stock.~~will ~~Additionally,~~not have the ~~sale~~opportunity, as part of ayour ~~substantial~~investment ~~number~~decision, ofto ~~shares~~assess whether ofthe ~~our~~proceeds ~~common~~are ~~stock~~being toused ~~the~~appropriately. ~~Selling Securityholder,~~We ormay ~~the~~use ~~anticipation~~those ofnet ~~such~~proceeds ~~sales,~~in ~~could~~a ~~make~~way itthat ~~more~~does ~~difficult~~not yield a favorable, or any, return for us. toThe ~~sell~~failure ~~equity~~of orour ~~equity-related~~management ~~securities~~team ~~in the~~to ~~future~~use atsuch funds effectively could have a ~~desirable~~material ~~time~~adverse effect on our business, financial condition, operating results, and ~~price~~cash flows.

~~Investors~~We ~~who~~do ~~buy~~not ~~shares~~intend ofto ~~common~~pay ~~stock at~~dividends ~~different~~for ~~times~~the foreseeable ~~will likely pay different prices~~future.

~~Pursuant~~We tocurrently ~~the~~intend ~~Purchase Agreement, we control the timing and amount of any sales of common stock~~ to ~~the Selling Securityholder. If and when we do elect to sell~~retain ~~shares~~any offuture ~~our~~earnings ~~common stock~~ to ~~the~~finance ~~Selling Securityholder pursuant to~~ the ~~Purchase~~operation ~~Agreement, the Selling Securityholder may resell all, some, or none of such shares in its discretion~~ and atexpansion ~~different prices, subject to the terms~~ of ~~the~~our ~~Purchase Agreement. As a result~~business, ~~investors who purchase shares from the Selling Securityholder in this offering at different times will likely pay different prices for those shares,~~ and so may experience different levels of dilution and, in some cases, substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Securityholder in this offering as a result of future sales made by us to the Selling Securityholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we ~~sell~~do anot ~~substantial~~expect ~~number of shares~~ to ~~the~~declare ~~Selling Securityholder under the Purchase Agreement,~~ or if ~~investors~~pay ~~expect~~any ~~that~~dividends weon ~~will do so, the actual sales of shares or the mere existence of~~ our ~~arrangement with the Selling Securityholder~~ ~~may~~common ~~make~~stock ~~it more difficult for us to sell equity or equity-related securities~~ in the ~~future~~foreseeable ~~at a desirable time and price~~future.

Our management team will have broad discretion over the use of the net proceeds from our sale of shares of common stock to the Selling Securityholder, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.14

Our ~~management~~issuance ~~team will have broad discretion as to the use~~ of ~~the~~additional ~~net proceeds from our sale of shares of~~ common stock ~~to the Selling Securityholder, if any,~~ ~~and~~or wepreferred ~~could~~stock ~~use~~may ~~such~~cause ~~proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of~~ our ~~management~~common ~~team~~stock ~~with~~price ~~regard~~ to ~~the use of those net proceeds~~decline, ~~and~~which ~~you~~may ~~will~~negatively ~~not~~impact ~~have the opportunity, as part of~~ your investment ~~decision, to assess whether the proceeds are being used appropriately~~. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flows.

18Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline.

~~COMMITTED~~Anti-takeover ~~EQUITY~~provisions ~~FINANCING~~in our charter and bylaws may prevent or frustrate attempts by stockholders to change the Board of Directors or current management and could make a third-party acquisition of us difficult.

OnOur ~~July~~charter 5,and ~~2022,~~bylaws wecontain provisions ~~entered~~that ~~into~~may ~~the~~discourage, ~~Purchase~~delay ~~Agreement~~or ~~with~~prevent ~~the~~a ~~Selling Securityholder. Pursuant to the Purchase Agreement~~merger, weacquisition ~~have~~or ~~the~~other ~~right~~change toin ~~sell~~control tothat ~~the~~stockholders ~~Selling~~may ~~Securityholder~~consider ~~up to 30~~favorable,~~000,000 of shares~~ ofincluding ~~our~~transactions ~~common stock, subject to certain limitations and conditions set forth~~ in ~~the~~which ~~Purchase~~stockholders ~~Agreement,~~might ~~from~~otherwise ~~time~~receive toa ~~time~~premium ~~during~~for ~~the~~their ~~term of the Purchase Agreement~~shares. ~~Sales of common stock pursuant to the Purchase Agreement~~Furthermore, ~~and~~ the ~~timing~~Board of ~~any~~Directors ~~sales, are at our option, and~~has wethe ~~are~~ability ~~under no obligation~~ to ~~sell~~increase ~~any securities to~~ the ~~Selling~~size ~~Securityholder~~of ~~under~~ the ~~Purchase~~board ~~Agreement.~~and Infill ~~accordance~~newly ~~with~~created ~~our~~vacancies ~~obligations under~~without ~~the~~stockholder ~~Purchase~~approval. ~~Agreement,~~These weprovisions ~~have~~could ~~filed the registration statement of which this prospectus forms a part with the SEC to register~~limit ~~under~~ the ~~Securities~~price ~~Act~~that ~~the~~investors ~~resale~~might bybe ~~the~~willing ~~Selling Securityholder of up~~ to ~~30,0895,255~~pay ~~shares~~in ~~of Class A common stock, consisting of 895,255 Commitment Shares that we issued to~~ the ~~Selling~~future ~~Securityholder as payment of a commitment fee~~ for ~~its commitment to purchase~~ shares of ~~common~~ ~~stock at~~ our ~~election under the Purchase Agreement, and up to 30,000,000 shares of~~ common stock ~~that we may elect, in our sole discretion, to issue and sell to the Selling Securityholder, from time to time under the Purchase Agreement~~.

WeThe dopublic ~~not~~offering ~~have~~price ~~the~~for ~~right~~our ~~to commence any sales~~shares of ~~our~~ common stock tomay ~~the~~not ~~Selling~~be ~~Securityholder~~indicative ~~under the Purchase Agreement until the date on which all~~ of ~~the~~prices ~~conditions to the Selling Securityholder’s purchase obligation set forth in the Purchase Agreement have been satisfied, including~~ that ~~the registration statement of which this prospectus forms a part be declared effective by the SEC and the final form of this prospectus is filed with the SEC. From and after such date, we~~ will ~~have~~prevail ~~the~~in ~~right, but not~~ the obligation, from time to time at our discretion, until the first day of the month following the 36-month period after the date of the Purchase Agreement, to direct the Selling Securityholder to purchase a specified amount of shares of common stock, not to exceed the greater of (i) an amount of shares equal to 30% of the aggregate daily volume traded of our common stock on our principal trading market ~~for the five trading dates immediately preceding an Advance Notice or (ii) 2,000,000 shares pursuant to an Advance, as described further below under the heading “-Advances~~ and ~~Payments~~such ofmarket ~~Common~~prices ~~Stock~~may ~~Under~~be ~~the Purchase Agreement~~volatile.”

WeThe ~~will~~public ~~control~~offering ~~the~~price for ~~timing~~our ~~and~~shares ~~amount~~ of ~~any sales of~~ common stock tomay ~~the~~vary ~~Selling~~from ~~Securityholder.~~the ~~Actual~~market ~~sales~~price of our shares of ~~our~~ common stock tofollowing ~~the~~this ~~Selling~~offering. ~~Securityholder~~The ~~under~~financial markets in the ~~Purchase Agreement~~United ~~will~~States ~~depend~~and onother acountries ~~variety~~have ofexperienced ~~factors~~significant toprice beand ~~determined~~volume byfluctuations usin ~~from~~the ~~time~~last tofew ~~time~~years. If you purchase our shares of common stock in this offering, ~~which~~you may ~~include,~~not ~~among~~be ~~other~~able ~~things,~~to ~~market conditions,~~resell those shares at or above the ~~trading~~public offering price. ofThe market price for our shares of common stock, ~~and~~may ~~determinations~~be byvolatile usand assubject to ~~the~~wide ~~appropriate~~fluctuations ~~sources~~due ofto ~~funding~~factors ~~for~~such ~~our company and its operations.~~as:

We● ~~may not issue or sell any shares of common stock to~~ the ~~Selling~~financial ~~Securityholder~~projections ~~under~~we ~~the~~may ~~Purchase~~provide ~~Agreement which, when aggregated with all other shares of common stock then beneficially owned by the Selling Securityholder and its affiliates (as calculated pursuant~~ to ~~Section 13(d) of~~ the ~~Exchange Act and Rule 13d-3 promulgated thereunder)~~public, ~~would~~any ~~result~~changes in ~~the~~these ~~Selling~~projections ~~Securityholder~~or ~~beneficially~~our ~~owning~~failure ~~shares~~to ofmeet ~~common~~these ~~stock in excess of the 4.99% Beneficial Ownership Limitation.~~projections;

~~Neither~~● weactual ~~nor the Selling Securityholder may assign~~ or ~~transfer~~anticipated ~~any~~fluctuations ofin our ~~respective~~quarterly ~~rights~~operating ~~and obligations under the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived by the parties other than by an instrument in writing signed by both parties.~~results;

~~The~~● ~~net~~changes ~~proceeds~~in ~~from~~financial ~~sales,~~estimates ifby ~~any,~~securities ~~under~~research the Purchase Agreement, will depend on the frequency and prices at which we sell shares of common stock to the Selling Securityholder. To the extent we sell shares under the Purchase Agreement, we currently plan to use any proceeds therefrom for working capital purposes such as sales, marketing and product development costs related to the commercialization of the HealthLynked Network and for overhead costs.analysts;

As● ~~consideration~~negative ~~for the Selling Securityholder’s commitment to purchase shares of Class A common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement~~publicity, ~~upon~~ ~~execution~~studies ofor ~~the Purchase Agreement, we issued 895,255 Commitment Shares to the Selling Securityholder.~~reports;

19● our capability to catch up with the technological innovations in the industry;

~~The~~● ~~Purchase~~announcements ~~Agreement~~by ~~contains~~us ~~customary~~or ~~representations, warranties,~~our ~~conditions,~~competitors ~~and indemnification obligations~~ of ~~the parties. The representations~~acquisitions, ~~warranties,~~strategic ~~and~~business ~~covenants contained in such agreements were made only for purposes of such agreements and as of specific dates~~relationships, ~~were~~joint ~~solely~~ventures ~~for~~or ~~the~~capital ~~benefit~~commitments; ~~of the parties to such agreements~~ and ~~may be subject to limitations agreed upon by the contracting parties.~~

~~Promissory~~● ~~Note~~addition or departure of key personnel.

~~Furthermore~~In addition, wethe ~~entered into~~securities amarket ~~Note~~has ~~Agreement,~~from ~~pursuant~~time to ~~which,~~time ~~within~~experienced ~~three~~significant ~~business~~price ~~days~~and ~~after~~volume ~~the~~fluctuations ~~effectiveness~~that ofare ~~the~~not ~~registration~~related ~~statement of which this prospectus forms a part, and subject~~ to ~~certain conditions, we may request that~~ the ~~Selling~~operating ~~Securityholder~~performance ~~enter into a Promissory Note in an amount~~of upparticular ~~to $550,000~~companies. ~~The~~These ~~Promissory~~market ~~Note~~fluctuations ~~accrues~~may ~~interest~~also atmaterially ~~a rate of 0%, but will be issued with 5% original issue discount,~~ and ~~will~~adversely ~~be repaid~~affect ~~in 5 equal monthly installments beginning on~~ the ~~30th~~market ~~day~~price ~~following the date~~ of ~~the~~our ~~Promissory~~shares ~~Note. The Promissory Note may be repaid with the proceeds~~ of ancommon ~~Advance or repaid in cash and, if repaid in cash, together with a 2% premium~~stock.

~~Advances~~The public offering price of ~~Common~~our ~~Stock~~common stock ~~Under~~has not been determined, and investors will not know the ~~Purchase~~final offering price or the exact number of shares sold until the offering ~~Agreement~~is completed.

~~Advances~~The public offering price of our common stock will be determined by us and the underwriters prior to the completion of this offering and may differ from the assumed initial public offering price used elsewhere in this prospectus. As a result, investors will not know the final offering price or the exact number of shares of common stock that will be sold in this offering at the time this registration statement becomes effective.

We ~~will~~ have ~~the~~registered ~~right,~~shares for ~~but~~sale ~~not~~with ~~the~~a ~~obligation, from~~proposed ~~time~~price range of $4.00 to ~~time~~$6.00 atper ~~our~~share ~~discretion,~~and ~~until~~a ~~the~~maximum ~~first~~aggregate ~~day~~offering amount of ~~the~~$7,000,000. ~~month~~The ~~following~~actual ~~the~~number of ~~36-month~~shares ~~period~~sold ~~after~~will ~~the~~depend ~~date~~on of the ~~Purchase~~final ~~Agreement, to~~offering ~~direct~~price. If the ~~Selling~~offering ~~Securityholder~~price tois ~~purchase~~set upat tothe alower ~~specified~~end ~~maximum~~of ~~amount~~the ofrange, ~~shares~~we ofwill ~~common~~issue ~~stock~~a asgreater number ~~set~~of ~~forth~~shares inthan if the ~~Purchase Agreement~~offering byprice ~~delivering~~is ~~written~~set ~~notice~~at to the ~~Selling~~higher ~~Securityholder~~end ~~(each~~of the range, anwhich ~~“Advance~~will ~~Notice”)~~result onin ~~any~~greater ~~trading~~dilution ~~day~~to ~~(each,~~investors anpurchasing ~~“Advance~~shares ~~Notice~~in ~~Date”),~~this ~~so long as:~~offering.

●In addition, the ~~amount~~public ~~under~~offering price ~~any~~will ~~single~~be ~~Advance~~based ~~does~~on ~~not~~a ~~exceed~~number ~~the~~of ~~greater~~factors, ofincluding ~~(i)~~prevailing anmarket ~~amount~~conditions, ofinvestor ~~shares~~demand, ~~equal~~our tofinancial ~~30%~~condition and prospects, and the trading prices of comparable companies. Market volatility, including volatility in the ~~aggregate~~equity ~~daily~~markets ~~volume~~generally ~~traded~~or in the market price of our common stock onfollowing ~~our~~this ~~principal~~offering, ~~trading~~could ~~market~~cause ~~for~~the offering price to be lower than anticipated or result in increased dilution to investors. There can be no assurance that the ~~five~~price ~~trading~~at ~~dates~~which ~~immediately~~our ~~preceding~~common anstock ~~Advance~~will ~~Notice~~trade following this offering will be equal to or ~~(ii)~~greater ~~2,000,000~~than ~~shares;~~the ~~and~~public offering price.

● the applicable pricing period for all prior Advances has been completed and all shares of common stock subject to all prior Advances have been received by the Selling Securityholder (the “Advance Date”).15

Conditions to Each Advance

The Selling Securityholder’s obligation to accept Advance Notices that are timely delivered by us under the Purchase Agreement and to purchase shares of our common stock in Advances under the Purchase Agreement are subject to the satisfaction, at the applicable Advance Notice Date, of the conditions precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of the Selling Securityholder’s control, which conditions include the following:

● the accuracy in all material respects of our representations and warranties included in the Purchase Agreement;

● there being an effective registration statement pursuant to which the Selling Stockholder is permitted to utilize the prospectus thereunder to resell all of the Advance Shares pursuant to such Advance Notice;

● the sale and issuance of such Advance Shares being legally permitted by all laws and regulations to which we are subject;

● no Material Outside Event (as such term is defined in the Purchase Agreement) shall have occurred and be continuing;

● us having performed, satisfied, and complied in all material respects with all covenants, agreements, and conditions required by the Purchase Agreement to be performed, satisfied, or complied with by us;

● no statute, rule, regulation, executive order, decree, ruling, or injunction having been enacted, entered, promulgated, or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially, and adversely affects any of the transactions contemplated by the Purchaser Agreement; and

● the common stock being quoted for trading on the OTCQB and us having not received any written notice that is then still pending threatening the continued quotation of the common stock on the OTCQB.

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

● the first day of the month next following the 36-month anniversary of the date of the Purchase Agreement; and

● the date on which the Selling Securityholder shall have purchased an aggregate of 30,000,000 shares of common stock under the Purchase Agreement.

We also have the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five trading days’ prior written notice to the Selling Securityholder; provided that there are no outstanding Advance Notices under which we are yet to issue common stock. We and the Selling Securityholder may also terminate the Purchase Agreement at any time by mutual written consent.

No Short-Selling by the Selling Securityholder

The Selling Securityholder has agreed that it and its affiliates will not engage in any short sales during the term of the Purchase Agreement and will not enter into any transaction that establishes a net short position with respect to the common stock. The Purchase Agreement stipulates that the Selling Securityholder may sell our common stock to be issued pursuant to an Advance Notice, following receipt of the Advance Notice, but prior to receiving such shares, and may sell other common stock acquired pursuant to the Purchase Agreement that the Selling Securityholder has continuously held from a prior date of acquisition.

Effect of Sales of Our Common Stock under the Purchase Agreement on Our Stockholders

All shares of common stock that may be issued or sold by us to the Selling Securityholder under the Purchase Agreement that are being registered under the Securities Act for resale by the Selling Securityholder in this offering are expected to be freely tradable. The shares of common stock being registered for resale in this offering may be issued and sold by us to the Selling Securityholder from time to time at our discretion over the term of the Purchase Agreement. The resale by the Selling Securityholder of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock, if any, to the Selling Securityholder under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Securityholder all, some, or none of the shares of our common stock that may be available for us to sell to the Selling Securityholder pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our common stock to the Selling Securityholder pursuant to the Purchase Agreement, the Selling Securityholder may resell all, some, or none of such shares in its discretion and at different prices subject to the terms of the Purchase Agreement. As a result, investors who purchase shares from the Selling Securityholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and, in some cases, substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Securityholder in this offering as a result of future sales made by us to the Selling Securityholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Securityholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Securityholder may make it more difficult for us to sell equity or equity-related securities in the future at a desirable time and price.

Because the purchase price per share to be paid by the Selling Securityholder for the shares of common stock that we may elect to sell to the Selling Securityholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock during the applicable pricing period, as of the date of this prospectus we cannot reliably predict the actual purchase price per share to be paid by the Selling Securityholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. As of June 30 2022, there were 239,080,428 shares of our common stock outstanding, of which 177,839,079 shares were held by non-affiliates. If all of the 30,895,255 shares offered for resale by the Selling Securityholder under the registration statement that includes this prospectus were issued and outstanding as of June 30, 2022, such shares would represent approximately 11% of the total number of shares of our common stock outstanding and approximately 17% of the total number of outstanding shares held by non-affiliates.

The issuance, if any, of shares of our common stock to the Selling Securityholder pursuant to the Purchase Agreement would not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders would be diluted. Although the number of shares of our common stock that our existing stockholders own would not decrease as a result of sales, if any, under the Purchase Agreement, the shares of our common stock owned by our existing stockholders would represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

The following table sets forth the amount of gross proceeds we would receive from the Selling Securityholder from our sale of 30,000,000 shares of common stock to the Selling Securityholder under the Purchase Agreement at varying purchase prices:

			Gross Proceeds from the
			Sale of Shares to the
Assumed Average			Selling Securityholder
Purchase Price			Under the Purchase
Per Share			Agreement
$	0.08		$	2,400,000
$	0.1193	(1)	$	3,579,000
$	0.15		$	4,500,000
$	0.25		$	7,500,000
$	0.40		$	12,000,000
$	0.75		$	22,500,000

(1) Represents the closing price of the common stock on the OTCQB on July 6, 2022, the trading day prior to the filing of the registration statement of which this prospectus forms a part.

USE OF PROCEEDS

We ~~will~~estimate ~~retain~~that ~~broad discretion over~~ the ~~use of the~~ net proceeds we towill usreceive from the sale of our ~~securities~~common ~~under~~stock in this ~~prospectus.~~offering, ~~Unless~~after ~~otherwise~~deducting ~~provided~~the inunderwriting ~~the~~discount ~~applicable~~and estimated offering expenses ~~prospectus~~payable ~~supplement~~by us, wewill ~~currently~~be ~~expect~~$6,160,000, toat ~~use~~an ~~the~~assumed ~~net~~public ~~proceeds~~offering ~~that~~price weof ~~receive~~$5.00 ~~from~~per ~~this~~share, ~~offering~~the ~~for~~midpoint ~~working~~of ~~capital~~the ~~and~~price ~~other~~range ~~general corporate~~set ~~purposes.~~forth Weon the ~~may~~cover ~~also~~page ~~use~~of athis ~~portion~~prospectus. ofIf the ~~net~~underwriter ~~proceeds~~exercises toits ~~acquire,~~option ~~license~~to orpurchase ~~invest~~additional shares in ~~complementary~~full, ~~technologies~~we orestimate ~~businesses;~~our net ~~however~~proceeds will be $7,136,500, weafter ~~currently~~deducting ~~have~~the nounderwriting ~~agreements~~discount orand ~~commitments~~estimated tooffering ~~complete~~expenses ~~any~~payable ~~such~~by ~~transaction~~us, at an assumed public offering price of $5.00 ~~The~~per ~~expected~~share. We currently intend to use ofthe net proceeds of this offering ~~represents~~ ~~our~~for ~~current~~general ~~intentions~~corporate ~~based~~purposes, onwhich may ~~our~~include ~~present~~funding ~~plans~~working ~~and~~capital, ~~business~~capital ~~conditions.~~expenditures, Weresearch ~~cannot~~and ~~specify~~development, ~~with~~sales ~~certainty~~and ~~all~~marketing ofactivities, and the ~~particular~~repayment ~~uses~~of ~~for~~indebtedness. ~~the~~The ~~net~~indebtedness ~~proceeds~~we tomay berepay ~~received~~consists ~~upon~~of the ~~closing~~following, ofwhich ~~this~~was ~~offering.~~ incurred primarily for working capital and general corporate purposes:

			Interest Rate
Inception Date	Principal ($)		(per year)	Maturity Date
August 1, 2024	$	55,912.32	(A)	July 31, 2026
July 29, 2025	$	88,030.50	(B)	May 30, 2026
October 3, 2025	$	96,471.20	(B)	August 15, 2026
November 10, 2025	$	137,816.00	(B)	August 30, 2026
January 14, 2026	$	25,000.00	12%	January 14, 2027
January 14, 2026	$	25,000.00	12%	January 14, 2027
January 16, 2026	$	240,000.00	12%	July 16, 2026
January 21, 2026	$	170,016.00	(B)	November 15, 2026
January 27, 2026	$	170,016.00	(B)	November 15, 2026

(A)

Note reflects prepaid interest at a rate of 10.6% of the principal that is amortized over the respective debt payments

(B)

Notes reflect prepaid interest at a rate of 12% of the principal that is amortized over the respective debt payments

We have historically incurred operating losses and have experienced negative cash flows from operations. As discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, these conditions raise substantial doubt about our ability to continue as a going concern. We believe that our existing cash and cash equivalents, along with the net proceeds from this offering, together with interest on cash balances, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. Our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have not declared ~~nor~~or paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our Board of Directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors considers significant.

2416

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025:

●

on an actual basis, as reflected in our condensed consolidated financial statements as of September 30, 2025; and

●

on a pro forma basis, giving effect to (1) the conversion of related party debt held by Dr. Michael Dent with a face value of $4,500,000 into 1,058,824 shares of our common stock based on the fixed conversion price of $4.25 per share in the instrument converted, subject to adjustment if we complete an equity offering at a price lower than the conversion price, and (2) the receipt of $6,160,000 net proceeds from this offering via the sale of 1,400,000 shares of our common stock at an assumed offering price of $5.00 per share, the midpoint of the offering range after underwriter discounts and offering expenses payable by us.

	September 30, 2025
	Actual			Pro Forma

Cash	$	10,911		$	6,170,911

Indebtedness
Notes payable and other amounts due to related party, current portion		5,216,072			716,072
Notes payable to third parties, current portion		293,937			293,937
Government and other notes payable to third parties, long-term portion		450,000			450,000
Total Indebtedness		5,960,009			1,460,009
Shareholders’ Deficit
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 2,847,873 shares issued and outstanding, actual, 5,306,697 shares issued and outstanding, pro forma		285			531
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 shares issued and outstanding		2,750			2,750
Common stock issuable, $0.0001 par value; 28,162 shares issuable		85,498			85,498
Additional paid-in capital		45,246,444			55,906,198
Accumulated deficit		(50,768,392	)		(50,768,392	)
Total Shareholders’ Deficit		(5,433,415	)		5,226,585

Total Capitalization	$	526,594		$	6,686,594

A $1.00 increase (decrease) in the assumed public offering price would have no impact on the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma basis since the offering amount is fixed and would decrease (increase) the number of shares sold in the offering by 233,333. An increase (decrease) of 100,000 shares offered by us would increase (decrease) cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization on an as adjusted basis by approximately $500,000, assuming the assumed public offering price of $5.00 per share, the midpoint of the offering range, remains the same after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the underwriter’s over-allotment option.

The pro forma information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of this offering determined at pricing.

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent that the public offering price per share of our common stock exceeds the net tangible book value per share of our common stock immediately following this offering.

Pro forma net tangible book value per share represents our total tangible assets (total assets less intangible assets) less total liabilities, divided by the outstanding shares of common stock. As of September 30, 2025, our net tangible book value was ($5,433,415), or ($1.91) per share. After giving effect to (i) the sale and issuance of 1,400,000 shares of our common stock in this offering at an assumed public offering price of $5.00 per share, the midpoint of the offering range, (ii) the underwriting discount and estimated offering expenses payable by us, and (iii) the assumed conversion of related party debt held by Dr. Michael Dent with a face value of $4,500,000 into 1,058,824 shares of our common stock based on the fixed conversion price of $4.25 per share, our pro forma net tangible book value as of September 30, 2025 would have been $5,226,585, or $0.98 per share. This represents an immediate increase in pro forma net tangible book value of $2.89 per share to our existing stockholders, and an immediate dilution of $4.02 per share to new investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Assumed public offering price to per share	$	5.00
Pro forma net tangible book value per share as of September 30, 2025 ⁽¹⁾	$	(1.91	)
Increase per share attributable to this offering⁽²⁾	$	2.89
Pro forma net tangible book value per share after this offering⁽³⁾	$	0.98
Dilution per share to new investors	$	4.02

(1)	Represents the net tangible book value of the combined total assets (total assets less intangible assets) less total liabilities divided by 2,847,873 shares of common stock outstanding as of September 30, 2025.

(2)	Represents the difference between pro forma as adjusted net tangible book value per share after this offering and pro forma net tangible book value per share as of September 30, 2025.

(3)	Determined by dividing (i) pro forma net tangible book value, which is our net tangible book value plus the cash proceeds of this offering at an assumed public offering price of $5.00 per share, the midpoint of the offering range, and after deducting the underwriting discount and estimated offering expenses payable by us, by (ii) the total number of our shares of common stock to be outstanding following this offering.

The pro forma information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of this offering determined at pricing. The pro forma information discussed above does not give effect to the conversion of any outstanding convertible debt.

Each $1.00 increase (decrease) in the assumed public offering price of $5.00 per share, would have no impact on our pro forma net tangible book value but would increase (decrease) our pro forma net tangible book value per share by $0.05 per share, and increase (decrease) the dilution per share to investors participating in this offering by approximately $0.95 per share, assuming that the number of shares offered by us remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 100,000 in the number of shares offered by us would increase (decrease) our pro forma net tangible book value by ($0.01) and increase (decrease) the dilution per share to investors participating in this offering by approximately $1.01 per share, assuming that the assumed public offering price remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us.

If the underwriter exercises its option to purchase additional shares in full, the pro forma net tangible book value per share after this offering would be $1.12 per share, the incremental increase in the pro forma net tangible book value per share to our existing stockholders would be $0.14 per share and the pro forma incremental increase in the dilution to new investors participating in this offering would be $0.86 per share.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All statements contained in this prospectus, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the word “believe,” “anticipate,” “expect” and word of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this prospectus. Except for the historical information contained herein, the discussion in this prospectus contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. The Company’s actual results could differ materially from those discussed here.

Overview

WeHealthLynked ~~were~~was incorporated in the State of Nevada on August 46, 2014. We currently operate in ~~four~~three distinct divisions: the Health Services Division, the Digital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and the Medical Distribution Division. Our Health Services division is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, (iii) BTG, a physical therapy practice in Bonita Springs, FL opened in January 2020 that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, and (iv) AEU, a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. Our Digital Healthcare division develops and operates an online personal medical information and record archive system, the “HealthLynked Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Our ACO/MSO Division operates an ACO and MSO that assist physician practices in providing coordinated and more efficient care to patients via the MSSP, which rewards providers for efficiency in patient care. Our Medical Distribution Division is comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States.

●

Health Services Division: This division is comprised of the operations of (i) Naples Center for Functional Medicine (“NCFM”), a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iii) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During 2024, we replaced our Naples Women’s Center (“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. During October 2025, we sold our Bridging the Gap Physical Therapy (“BTG”) practice in Bonita Springs, Florida, which we had operated since 2019.

●

Digital Healthcare Division: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system.

●

Medical Distribution Division: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery.

Critical accounting policies and significant judgments and estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

A summary of the significant accounting policies applied in the presentation of the accompanying condensed consolidated financial statements follows:

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about fair valuation of acquired intangible assets and derivative financial instruments; cash flow and fair value assumptions associated with measurements of contingent sale consideration receivable and impairment of intangible assets; valuation of inventory; collection of accounts receivable; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.

Revenue Recognition

Patient service revenue

Patient service revenue is earned for ~~GYN~~functional medicine services provided to patients atby ~~our~~the ~~NWC~~NCFM ~~facility~~practice, ~~functional~~physical ~~medicine~~therapy services provided to patients atby ~~our~~the ~~NCFM~~BTG ~~facility~~practice, aesthetics services provided by the AEU practice, and ~~physical~~medical ~~therapy~~ services provided to patients atby ~~our~~the ~~BTG~~CCN ~~facility~~practice (after its establishment in October 2024) and NWC practice (until its discontinuation in October 2024). Patient service revenue is reported at the amount that reflects the consideration to which wethe ~~expect~~Company expects to be entitled in exchange for providing patient care. ~~These~~All amounts are due from patients ~~and~~at the time of service, with the exception of NWC billings incurred prior to October 2024 that were due from third-party payors (including health insurers and government programs) ~~and~~that ~~include~~included variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, wethe ~~bill~~Company bills patients at the time of service and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by usthe Company. Revenue for performance obligations satisfied over time includes revenue from NCFM annual access contracts (the Medical Membership and Concierge Program prior to October 1, ~~which~~2023 ~~includes~~and ~~prepaid~~the more comprehensive Optimal Health 365 Access Plan thereafter), BTG physical therapy bundles, CCN annual and semi-annual concierge services, and NWC annual administration fees (prior to October 2024). Revenue from NCFM Medical Memberships and Concierge contracts, CCN concierge services, and NWC annual administration fees, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, six months or one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual ~~charges~~ visits incurred in relation to total expected ~~charges~~visits. WeAt ~~believe~~inception ~~that~~of ~~this~~such ~~method~~contracts, ~~provides~~the aCompany ~~faithful~~recognizes ~~depiction~~contract ofliabilities for the ~~transfer~~value of services ~~over~~ ~~the~~to ~~term~~be ofprovided ~~the~~and, ~~performance~~where ~~obligation~~applicable, ~~based~~contract onassets ~~the~~for ~~inputs~~recoverable ~~needed~~amounts incurred to ~~satisfy~~obtain ~~the~~a ~~obligation.~~customer contract ~~Revenue~~that ~~for~~would ~~performance~~not ~~obligations satisfied~~have atincurred aif ~~point~~the incontract ~~time,~~had ~~which~~not ~~includes~~been ~~all~~obtained. ~~patient~~The ~~service~~Company ~~revenue~~believes ~~other~~that ~~than~~these ~~BTG~~methods ~~physical~~provide ~~therapy~~a ~~bundles,~~faithful depiction isof ~~recognized~~the ~~when~~transfer ~~goods or~~of services ~~are~~over ~~provided at~~ the ~~time~~term of the ~~patient~~performance ~~visit,~~obligations ~~and~~based aton ~~which~~the ~~time~~inputs weneeded ~~are not required~~ to ~~provide~~satisfy ~~additional goods or services to~~ the ~~patient~~obligation.

25Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than NCFM annual access contracts, BTG physical therapy bundles, CCN concierge services, and NWC annual administration fees, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not required to provide additional goods or services to the patient.

WePatient ~~determine~~service ~~the~~revenues ~~transaction~~are ~~price~~presented ~~based~~ on ~~standard~~the ~~charges~~statement ~~for~~of ~~goods~~operations ~~and~~net ~~services~~of ~~provided, reduced by~~ contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with ~~our~~the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on ~~our~~the Company’s current contractual agreements, its discount policies, and historical experience. We ~~determine~~The ~~our~~Company determines its estimate of implicit price concessions based on ~~our~~its historical collection experience with this class of patients. ~~There were~~Subsequent noto ~~material~~the ~~changes~~cessation ~~during~~of the ~~years~~NWC ~~ended~~practice ~~December~~on 31October 1, ~~2022~~2024, orthe ~~2021~~Company tono ~~the~~longer ~~judgments~~bills ~~applied~~Medicare, Medicaid, inor ~~determining~~other ~~the~~third-party ~~amount~~insurers ~~and~~for ~~timing~~ any of its patient ~~service~~services. ~~revenue~~During October 2025, the Company sold the BTG practice.

~~Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:~~20

● Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member.

● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon us. In addition, the contracts we have with commercial payors also provide for retroactive audit and review of claims.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.

We also provide services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. We estimate the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM, BTG and AEU are provided on a cash basis and not submitted through third party insurance providers.

Medicare Shared Savings Revenue

We earn Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, we cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when we are notified by CMS of the amount of shared savings earned. Accordingly, we recognize Medicare shared savings revenue in the period in which the CMS notifies us of the exact amount of shared savings to be paid, which historically has occurred during the fiscal quarter ended September 30 for the program year ended December 31 of the previous year.

Consulting and Event Revenue

Also pursuant to ASC 606, we recognize service revenue as services are provided, with any unearned but paid amounts recorded as a contract liability at each balance sheet date. Event revenue, comprised of admission fees for summit events, is recognized when an event is held.

Product Revenue

~~Revenue~~Product revenue is derived from the distribution of medical products that are sourced from a third party. WeThe ~~recognize~~Company recognizes revenue at a point in time when title transfers to customers and wethe ~~have~~Company has no further obligation to provide services related to such products, which occurs when the product ships. WeThe ~~are~~Company is the principal in ~~our~~its revenue transactions and as a result revenue is recorded on a gross basis. WeThe ~~have~~Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to ~~our~~ its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation.

Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where wethe ~~have~~Company has physical nexus. WeThe ~~have~~Company has determined that it does not have economic nexus in any other states. WeThe doCompany does not sell products outside of the United States.

WeThe ~~maintain~~Company maintains a return policy that allows ~~customers~~ customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. WeThe ~~analyze~~Company analyzes the need for a product return allowance at the end of each period based on eligible products.

Contract Liabilities

Contract liabilities represent payments from customers for consulting services, patient services and medical products that precede our service or product fulfillment performance obligation.

Provider shared savings expense

Provider shared savings expense represents the ongoing operating expenses of the ACO and annual payments made to the ACO’s participating providers from shared savings revenue payments received from CMS (the “Annual Provider Payment”). The pool of funds available for the Annual Provider Payment, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management after an annual determination of Medicare shared savings revenue is made by CMS. Expenses related to ongoing operation of the ACO may be deducted from the Medicare shared savings revenue before determining the Annual Provider Payment. Such expenses are recognized in “Provider shared savings expense” as incurred.

Expense related to the Annual Provider Payment is recognized in the period in which the size of the Annual Provider Payment pool is determined, which typically corresponds to the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year.

Cash and Cash Equivalents

For financial statement purposes, wethe ~~consider~~Company considers all highly liquid investments with original maturities of six months or less to be cash and cash equivalents. Accounts at each ~~institution~~ institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

~~Accounts~~Other ~~Receivable~~Comprehensive Income

~~Trade~~The ~~receivables~~Company ~~are~~does ~~carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do~~ not ~~bear~~have ~~interest.~~any ~~Trade~~activity ~~accounts receivable~~that ~~are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies,~~results ~~and~~in ~~customers’~~Other ~~accounts~~Comprehensive ~~receivable during the related period which generally approximates between 45-50% of total billings~~Income. ~~Trade accounts receivable are recorded at this net amount.~~

Leases

Upon transition under ASU 2016-02, wethe ~~elected~~Company elected the suite of practical expedients as a package applied to all of ~~our~~its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, wethe Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on ~~our~~the Company’s consolidated balance sheets.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ~~Our~~The Company’s leases do not provide an implicit rate. WeThe Company ~~use~~uses ~~our~~its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. WeUpon ~~adopted~~termination ~~ASU~~of ~~2016-02~~a inlease, the ~~first~~ROU ~~quarter~~asset and lease liability are written off. Upon modification of ~~2019~~a lease, the ROU asset and lease liability are remeasured based on the modified last terms.

Inventory

Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.

~~Goodwill and Intangible Assets~~21

~~Goodwill~~Intangible is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value.Assets

WeThe ~~recognize~~Company recognizes an acquired intangible ~~apart from~~ ~~goodwill~~ whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired ~~entity~~ entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

We also maintain intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value.

Concentrations of Credit Risk

~~Our~~The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of ~~our~~the Company’s revenue or accounts receivable. Generally, ~~our~~the Company’s cash and cash equivalents are in checking accounts. The WeCompany ~~rely~~relies on a sole supplier for the fulfillment of substantially all of ~~our~~its product sales made through MOD.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

WeThe ~~examine~~Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The WeCompany ~~recognize~~ recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalued at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.”

Government Notes Payable

During 2020, certain of our subsidiaries received loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration (the “SBA”), were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. Pursuant to the terms of the PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as described in the CARES Act, including costs such as payroll, benefits, employer payroll taxes, rent and utilities. We account for forgiveness of government loans pursuant to FASB ASC 470, “Debt,” (“ASC 470”). Pursuant to ASC 470, loan forgiveness is recognized in earnings as a gain on extinguishment of debt when the debt is legally released by the lender.

Fair Value of Assets and Liabilities

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

●

Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities;

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; and

●

Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

WeThe ~~utilize~~Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. We ~~believe~~The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite ~~assumptions~~ assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments.

Stock-Based Compensation

WeThe ~~account~~Company accounts for stock-based compensation to employees and nonemployees under ~~ASC~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. ~~We use~~The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted.

Income Taxes

WeThe ~~follow~~Company follows Accounting Standards Codification ~~subtopic~~ subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities ~~are~~ are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted ~~marginal~~ marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or ~~benefits~~ benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred ~~tax~~ tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

The carrying value of ~~our~~the ~~financial~~Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of ~~cash held as demand deposits, money market and certificates of deposit, marketable investments,~~ accounts receivable, ~~short-term borrowings,~~ accounts payable, and accrued liabilities~~, and~~ ~~derivative financial instruments~~ approximated their fair value.

~~Deemed Dividend~~23

WeNet ~~incur~~Income ~~a deemed dividend on Series B Convertible Preferred Voting Stock~~ (~~the “Series B Preferred”~~Loss). ~~As the intrinsic price~~ per share of the Series B Preferred was less than the deemed fair value of our common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. We incur further deemed dividends on certain of our warrants containing a down round provision equal to the difference in fair value of the warrants before and after the triggering of the down round adjustment.Share

~~Net~~Basic ~~Loss~~net income (loss) per ~~Share~~ common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. When the Company reports a net loss, all outstanding stock options, warrants and other dilutive securities are excluded from the calculation of diluted net loss per common share because inclusion of these securities would be anti-dilutive.

~~Basic~~Common ~~net~~Stock income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. We have historically reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. Awards

~~Common~~The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable.

We grant common stock awards to non-employees in exchange for services provided. We measure the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, we also issue stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable.

Warrants

In connection with certain financing, consulting and collaboration arrangements, wethe ~~have~~Company has issued warrants to purchase shares of ~~our~~its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. WeThe ~~measure~~Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. WeThe ~~use~~Company auses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not a service period. Certain of ~~our~~ the Company’s warrants include a so-called down round provision. WeThe ~~account~~Company accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging, which calls for the recognition of a deemed dividend in the amount of the incremental fair value of the warrant due to the down round when triggered.

~~Business~~Segment ~~Segments~~Reporting

WeThe ~~use~~Company uses the “management approach” under ASC 280, “Segment Reporting,” to identify ~~our~~its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying ~~our~~the ~~reportable~~Company’s reportable segments. Using the management approach, wethe Company determined that weit ~~have~~has ~~four~~three operating segments: Health Services (~~multi-specialty medical group including~~ the ~~NWC GYN practice, the~~ NCFM functional medicine practice, the BTG physical therapy practice, ~~and~~(sold in October 2025), the AEU cosmetic services practice, CCN primary care practice, and the NWC GYN practice that was discontinued in October 2024), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), ~~ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated~~ and ~~more efficient care to patients via the MSSP), and~~ Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices).

Recently Issued ~~Accounting~~ Pronouncements

In March ~~2020~~2024, the FASB issued ASU ~~2020~~No. 2024-0301, ~~“Codification~~ ~~Improvements~~“Compensation—Stock toCompensation ~~Financial~~(Topic ~~Instruments”~~718): ~~The~~Scope ~~amendments~~Applications inof ~~this~~Profits ~~update~~Interests ~~are~~and toSimilar ~~clarify,~~Awards” ~~correct errors in, or make minor improvements~~(“ASU ~~to a variety of ASC topics~~2024-01”). ~~The changes in~~ ASU ~~2020~~2024-0301 ~~are~~adds ~~not~~an ~~expected~~example to ~~have~~Topic a718 ~~significant~~which ~~effect~~illustrates onhow ~~current~~to ~~accounting~~apply ~~practices. The ASU improves various financial instrument topics in~~ the ~~Codification~~scope guidance to ~~increase~~determine ~~stakeholder~~whether ~~awareness~~profits interests ~~of the amendments~~ and tosimilar ~~expedite the~~awards ~~improvement~~should ~~process~~be byaccounted ~~making~~for ~~the~~as ~~Codification~~share-based ~~easier~~payment toarrangements ~~understand~~under ~~and~~Topic ~~easier~~718 toor ~~apply~~under byother ~~eliminating~~U.S. ~~inconsistencies and providing clarifications~~GAAP. ~~The~~ ASU 2024-01 is effective for ~~smaller~~annual ~~reporting~~periods ~~companies for fiscal years~~ beginning after December 15, ~~2022~~2025, ~~with~~although early ~~application~~ adoption is permitted. WeUpon ~~are~~adoption, ~~currently~~ASU ~~evaluating~~2024-01 is ~~the~~not ~~impact~~expected ~~the~~to ~~adoption~~have ofan ~~this~~impact ~~guidance may have~~ on ~~our~~the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact that this standard will have on our consolidated financial statements.24

In ~~October~~November ~~2021~~2024, the FASB issued ~~guidance~~ASU ~~which requires~~No. ~~companies to apply Topic 606~~2024-03, “Income ~~Revenue~~Statement ~~from~~- ~~Contracts~~Reporting ~~with~~Comprehensive ~~Customers,~~Income to- ~~recognize~~Expense ~~and~~Disaggregation ~~measure~~Disclosures ~~contract~~(Subtopic ~~assets~~220-40).” ~~and~~This ~~contract~~standard ~~liabilities~~requires ~~from~~disclosure ~~contracts~~of ~~with~~specific ~~customers~~information ~~acquired~~about incosts aand ~~business~~expenses ~~combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022~~ and ~~interim~~becomes ~~periods~~effective ~~within~~January ~~those fiscal years~~1, ~~with early adoption permitted~~2027. We are currently evaluating the impact ~~and~~of ~~timing~~this ofstandard ~~adoption~~on ofour ~~this~~consolidated ~~guidance~~financial statements and related disclosures.

31In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those periods. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Recently Adopted Pronouncements

In ~~December~~November ~~2019~~2023, the FASB issued ~~ASU~~Accounting ~~2019-12~~Standards ~~Simplifying~~Update ~~the~~2023-07, ~~Accounting~~Segment ~~for~~Reporting ~~Income~~(Topic ~~Taxes,~~280): ~~which~~Improvements ~~eliminates~~to ~~the~~Reportable ~~need~~Segment ~~for~~Disclosures an(“ASU ~~organization~~2023-07”), towhich ~~analyze~~requires public ~~whether~~entities ~~the~~to ~~following~~disclose ~~apply in~~information aabout ~~given~~their ~~period:~~reportable ~~(1)~~segments’ ~~exception~~significant toexpenses ~~the~~and ~~incremental~~other ~~approach~~segment ~~for~~items ~~intra-period~~on ~~tax~~an ~~allocation;~~interim and ~~(2)~~annual ~~exceptions~~basis. toPublic ~~accounting~~entities ~~for~~with ~~basis~~a ~~differences when~~single ~~there~~reportable segment are ~~ownership~~required ~~changes~~to apply the disclosure requirements in ~~foreign~~ASU ~~investments;~~2023-07, ~~and~~as well ~~(3)~~as ~~exceptions~~all inexisting ~~interim~~segment ~~period~~disclosures ~~income~~and ~~tax~~reconciliation ~~accounting~~requirements ~~for~~in ~~year-to-date~~ASC ~~losses that~~280, ~~exceed~~on ~~anticipated~~an ~~losses.~~interim ~~ASU~~and Noannual basis. ~~2019~~ASU 2023-1207 is effective for fiscal years beginning after December 15, ~~2020~~2023, and for interim periods within ~~those~~ fiscal years. Webeginning ~~adopted~~after ~~this~~December ~~standard~~15, in2024, ~~the~~with early ~~year~~adoption ~~ended~~permitted. ~~December~~The ~~31,~~Company ~~2021~~adopted this standard in 2024. The adoption did not have a material effect on ~~our~~the ~~consolidated~~Company’s consolidated financial statements.

In ~~May~~December ~~2021~~2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~ASU~~Accounting ~~2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments~~Standards ~~(Subtopic~~Update ~~470~~2023-~~50)~~09, ~~Compensation—Stock~~Income ~~Compensation~~Taxes (Topic ~~718~~740),: ~~and~~Improvements ~~Derivatives~~to ~~and~~Income ~~Hedging—Contracts~~Tax inDisclosures ~~Entity’s Own Equity~~ (~~Subtopic~~“ASU ~~815~~2023-4009”)., ~~ASU~~which ~~2021-04~~requires ~~clarifies~~public ~~and~~entities, on ~~reduces diversity in~~ an ~~issuer’s~~annual ~~accounting for modifications or exchanges of freestanding equity-classified written call options (for example~~basis, ~~warrants) that remain equity classified after modification or exchange. The ASU provides guidance~~ to ~~clarify~~provide ~~whether~~disclosure ~~an issuer should account for a modification or an exchange~~ of aspecific ~~freestanding~~categories ~~equity-classified written~~in ~~call~~the ~~option~~rate ~~that~~reconciliation, ~~remains~~as ~~equity~~well ~~classified after modification or exchange~~ as ~~(1)~~disclosure anof ~~adjustment~~income totaxes ~~equity and, if so, the related~~paid ~~earnings~~disaggregated ~~per~~by ~~share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition~~jurisdiction. ASU ~~2021~~2023-0409 is effective for ~~annual~~ ~~periods~~fiscal years beginning after December 15, ~~2021~~2024, ~~including~~with ~~interim~~early ~~periods within those fiscal years. Early~~ adoption is permitted~~, including adoption in an interim period~~. ~~We are currently evaluating the impact that this standard will have on our consolidated financial statements.~~ WeThe Company adopted this standard ~~for~~in ~~the year ended December 31, 2022~~2024. The adoption did not have a material effect on ~~our~~the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. The Company adopted this standard in 2025. The adoption did not have a material effect on the Company’s consolidated financial statements.

No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements.

~~RESULTS OF OPERATIONS: YEARS ENDED DECEMBER 31, 2021 AND 2020~~25

~~The~~Results ~~following table summarizes the changes in our results~~ of ~~operations for the year ended December 31, 2021 compared with the year ended December 31, 2020:~~Operations

	Years Ended December 31,						Change
	2021			2020			$			%
Patient service revenue, net	$	5,764,186		$	4,743,811		$	1,020,375			22	%
Medicare shared savings revenue		2,419,312			767,744			1,651,568			215	%
Consulting and event revenue		296,432			432,977			(136,545	)		-32	%
Product revenue		718,062			188,588			529,474			281	%
Total revenue		9,197,992			6,133,120			3,064,872			50	%
Operating Expenses and Costs
Practice salaries and benefits		3,114,991			2,581,481			533,510			21	%
Other practice operating expenses		2,349,279			2,149,118			200,161			9	%
Medicare shared savings expenses		2,413,205			1,017,494			1,395,711			137	%
Cost of product revenue		606,521			146,461			460,060			314	%
Selling, general and administrative expenses		4,929,668			3,063,029			1,866,639			61	%
Depreciation and amortization		827,696			247,366			580,330			235	%
Loss from operations		(5,043,368	)		(3,071,829	)		(1,971,539	)		64	%
Other Income (Expenses)
Loss on sales of marketable securities		—			(282,107	)		282,107			100	%
Loss on extinguishment of debt		(4,957,168	)		(1,347,371	)		(3,609,797	)		268	%
Change in fair value of debt		(19,246	)		(381,835	)		362,589			95	%
Amortization of original issue and debt discounts on notes payable and convertible notes		—			(530,930	)		530,930			100	%
Change in fair value of derivative financial instruments		—			739,485			(739,485	)		100	%
Change in fair value of contingent acquisition consideration		(373,656	)		75,952			(449,608	)		592	%
Loss on settlement of litigation and other dispute		—			(706,862	)		706,862			100	%
Interest expense		(19,144	)		(249,759	)		230,615			92	%
Total other expenses		(5,369,214	)		(2,683,427	)		(2,685,787	)		100	%
Net loss	$	(10,412,582	)	$	(5,755,256	)	$	(4,657,326	)		81	%

Comparison of Three Months Ended September 30, 2025 and 2024

32The following table summarizes the changes in our results of operations for the three months ended September 30, 2025 and 2024:

	Three Months Ended September 30, 2025						Change
	2025			2024			$			%

Patient service revenue, net	$	380,780		$	522,795		$	(142,015	)		-27	%
Subscription revenue		1,450			32,367			(30,917	)		-96	%
Product revenue		6,315			34,962			(28,647	)		-82	%
Total revenue		388,545			590,124			(201,579	)		-34	%

Operating Expenses and Costs
Practice salaries and benefits		180,754			449,759			(269,005	)		-60	%
Other practice operating expenses		207,068			349,467			(142,399	)		-41	%
Cost of product revenue		9,418			31,674			(22,256	)		-70	%
Selling, general and administrative expenses		500,736			631,828			(131,092	)		-21	%
Depreciation and amortization		20,155			82,743			(62,588	)		-76	%
Impairment loss		—			716,000			(716,000	)		-100	%
Loss from operations		(529,586	)		(1,671,347	)		1,141,761			-68	%

Other Income (Expenses)
Gain on extinguishment of debt		85,150			2,580			82,570			3200	%
Gain (loss) on change in fair value of debt		(197,939	)		65,344			(263,283	)		-403	%
Loss on change in fair value of derivative financial instruments		(48,494	)		—			(48,494	)		*
Amortization of original issue discounts on notes payable		(109,470	)		(322,141	)		212,671			-66	%
Interest expense		(51,461	)		(47,555	)		(3,906	)		8	%
Total other income (expenses)		(322,214	)		(301,772	)		(20,442	)		7	%

Net loss	$	(851,800	)	$	(1,973,119	)	$	1,121,319			-57	%

- Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year.

Revenue

Patient service revenue indecreased ~~the year ended December 31, 2021 increased~~ by $1142,~~020~~015,~~375,~~ or 2227% year-over-year, from $522,795 in the three months ended September 30, 2024, to $5380,~~764~~780 in the three months ended September 30,~~186~~ 2025, primarily as a result of ~~increased~~(i) ~~patient service~~a ~~revenue~~100% decrease at our ~~NCFM~~NWC practice of $~~704~~80,~~578~~708 due to the discontinuation of this practice in October 2024, ~~increases~~and (ii) a 21% year-over-year decrease at our ~~NWC~~NCFM practice of $~~247~~76,~~661~~930 due to changes in clinical staffing and cost reductions, offset by (iii) third quarter 2025 revenue of $13,573 from our CCN practice which began in the fourth quarter of 2024, and ~~increases~~(iii) an 8% increase at our BTG practice of $685,~~135~~654. 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 $411,404, or 51%, from the three months ended September 30, 2024 to the three months ended September 30, 2025.

Medicare shared savings revenue in the year ended December 31, 2021 increased by $1,651,568, or 215%, to $2,419,312 year-over-year as a result of the higher $2,419,312 MSSP payment received in September 2021 compared to a payment of $767,744 received in September 2020.26

~~Consulting~~Subscription ~~and event~~ revenue in the three ~~year~~months ended ~~December~~September 3130, ~~2021~~2025 decreased by $~~136~~30,~~545~~917, or 3296% year-over-year, to $~~296~~1,~~432.~~450 ~~Consulting~~in ~~revenue~~the ofthree ~~$281,549~~months ~~was~~ended ~~earned by~~September ~~the~~30, ~~ACO/MSO Division in 2021~~2025, from ~~compared to~~ $~~432~~32,~~977~~367 in the ~~year~~three months ended ~~December~~September 3130, ~~2020~~2024, ~~and decreased~~ due primarily to ~~the discontinuation of~~ a ~~large~~decrease ~~consulting agreement~~ in ~~2021.~~HealthLynked ~~Event~~Network ~~revenue~~paid ofsubscriptions ~~$14,883~~that were ~~was~~paired ~~earned in connection~~ with ~~the~~NCFM ~~HealthLynked~~membership ~~Future of Healthcare Summit held in March 2021~~contracts.

Product revenue was $~~718~~6,~~062~~315 in the ~~year~~three months ended ~~December~~September 3130, ~~2021~~2025, compared to ~~revenue of~~ $~~188~~34,~~588~~962 ~~included~~ in ~~our consolidated operations in~~ the ~~year~~three months ended ~~December 31~~September 30, ~~2020~~2024, ana ~~increase~~decrease of ~~529~~$28,~~474~~647, or ~~281~~82%. Product revenue was earned by the Medical Distribution Division, comprised of the operations ~~acquired~~ ~~with~~of MOD ~~in October 2020. Accordingly~~, ~~2020~~which ~~results~~decreased ~~include~~due ~~approximately~~to ~~only two-and-a-half months of product revenue from~~decreased ~~the~~marketing ~~acquisition~~efforts ~~date~~and ofdemand ~~October~~for ~~19,~~our ~~2020~~products ~~through~~at ~~December~~our ~~31,~~offered ~~2020,~~price ~~whereas 2021 results include an entire year~~points.

Operating Expenses and Costs

Practice salaries and benefits ~~increased~~decreased by $~~533~~269,~~510~~005, or 2160%, to $3180,~~114,991~~754 in the ~~year~~three months ended ~~December~~September 3130, ~~2021~~2025, compared to $449,759 in the three months ended September 30, 2024, primarily as a result of ~~increased~~focused ~~staffing~~cost reduction efforts at ~~each~~all of our ~~service~~practices ~~facilities~~starting ~~relative~~in tomid-2023 ~~2020~~and ~~to meet an increase~~ accelerating in ~~patient~~the ~~visits~~second inhalf ~~2021~~of ~~relative~~2024 toand ~~2020~~into 2025.

Other practice operating costs ~~increased~~decreased by $~~200~~142,~~161,~~399 or 941%, to $2207,068 in the three months ended September 30, 2025 from $349,~~279~~467 in the ~~year~~three months ended ~~December 31~~September 30, ~~2021~~2024, ~~corresponding~~primarily toas ~~increased~~a ~~patient~~result ~~service~~of ~~revenue~~focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second ~~NCFM,~~half ~~BTG~~of 2024 and ~~NWC~~into ~~practices~~2025.

~~Medicare~~Cost ~~shared~~of ~~savings~~product ~~expenses increased~~revenue by was $19,~~395,711,~~418 orin ~~137% to $2,413,205 primarily as a result of~~ the ~~higher~~three ~~MSSP~~months ~~payment~~ended ~~received in~~ September ~~2021~~30, ~~of $2~~2025,~~419,312, as~~ ~~compared to~~ a ~~payment~~decrease of $~~767~~22,~~744~~256, ~~received~~or ~~in September 2020~~70%, ~~resulting~~compared ~~in higher payments~~ to ~~participating~~$31,674 ~~providers.~~in ~~Medicare~~the ~~shared savings~~same ~~expenses~~period ~~represent~~of ~~costs~~2024, ~~incurred~~ corresponding to ~~deliver~~the ~~Medicare~~decline ~~shared~~in ~~savings~~product ~~revenue,~~sales ~~including~~for ~~overhead~~the ~~and~~period ~~consulting~~compared ~~fees related~~ to ~~advising~~ ~~participating physician practices, as well as~~ the ~~physicians’~~same ~~portion~~period ofin ~~any shared savings received by~~ the ~~ACO~~prior year.

~~Cost~~Selling, ofgeneral ~~product~~and ~~revenue was~~administrative ~~$606,521~~costs indecreased ~~the~~by ~~year ended December 31, 2021, an increase of~~ $~~460~~131,~~060~~092, or ~~314~~21%, ~~compared~~ to ~~the~~$500,736 ~~same~~in ~~period~~the ofthree ~~2020.~~months ~~Cost~~ended ofSeptember ~~product~~30, ~~revenue relates~~2025 compared to ~~the~~$631,828 ~~cost~~in ofthe ~~medical~~three ~~products~~months ended ~~sold~~September by30, ~~the Medical Distribution Division~~2024, ~~which~~primarily isdue ~~comprised~~to oflower ~~the~~salaried ~~operations~~overhead ~~acquired with MOD~~ in ~~October~~the ~~2020.~~corporate ~~Accordingly~~office, ~~2020~~lower ~~results~~stock-based ~~include~~compensation ~~approximately~~expense ~~only~~resulting from ~~two-~~fewer employee and~~-a-half~~ ~~months~~consultant ofgrants ~~product~~in ~~cost~~2025, ~~from~~and ~~the~~lower ~~acquisition~~consulting ~~date of~~and ~~October~~other ~~19,~~office ~~2020~~and ~~through~~overhead ~~December~~costs ~~31,~~in ~~2020,~~our ~~whereas~~corporate ~~2021~~function resulting ~~results~~from ~~include~~focused ancost ~~entire~~cutting ~~year~~efforts.

33Depreciation and amortization in the three months ended September 30, 2025 decreased by $62,588, or 76%, to $20,155 compared to $82,743 in the three months ended September 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the three months ended September 30, 2025.

~~Selling,~~During ~~general~~the ~~and~~three ~~administrative~~months ended ~~costs~~September ~~increased by $1~~30,~~866,639,~~ ~~or 61%~~2024, towe ~~$4,929,668~~recorded inan ~~the~~impairment ~~year~~charge ~~ended~~in ~~December 31, 2021 compared to~~ the ~~year~~amount ~~ended~~of ~~December 31~~$716,000 ~~2020, primarily due~~ to ~~more~~adjust ~~personnel~~carrying ~~and~~value ~~overhead~~of ~~costs~~the inNCFM ~~our~~Medical ~~corporate~~Database ~~function in connection with our continued expansion, increased stock-based~~to ~~consulting~~its ~~fees,~~estimated ~~higher~~fair ~~legal,~~value ~~accounting~~of ~~and cash~~$-~~based~~0-. ~~consulting~~There ~~fees,~~were ~~and~~no ~~higher~~impairment ~~advertising,~~charges ~~promotional~~during ~~and development costs associated with developing and marketing~~ the ~~HealthLynked~~three ~~Network~~months ~~and~~ended ~~related~~September ~~applications~~30, 2025.

~~Depreciation~~Loss ~~and~~from ~~amortization increased~~operations ~~in the year ended December 31, 2021~~ decreased by $~~580~~1,~~330~~141,761, or ~~235~~68%, to $~~827~~529,~~969~~586 in the three months ended September 30, 2025 compared to $1,671,347 in the ~~year~~three months ended ~~December 31~~September 30, ~~2020~~2024, primarily as a result of ~~amortization~~reduced ofpractice ~~finite-lived~~operating ~~intangible~~costs, ~~assets~~corporate ~~acquired~~overhead costs and selling, general and administrative expenses, offset in ~~the~~part ~~MOD~~by ~~acquisition~~lower revenue.

Loss from operations increased by $1,971,539, or 64%, to $5,043,368 in the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily as a result of increased selling, general and administrative costs related to our expansion as well as amortization of intangibles from MOD, offset by increases in each of our revenue streams.27

Other Income (Expenses)

~~Loss~~Gain on ~~sales~~extinguishment of ~~marketable~~ ~~securities~~debt ~~decreased 100% to $-0-~~ in the ~~year~~three months ended ~~December~~September 3130, ~~2021~~2025 was $85,150, compared to $~~282~~2,~~107~~580 in the ~~year~~three months ended ~~December~~September 3130, ~~2020~~2024. ~~Such~~Gain on ~~losses~~extinguishment of debt in ~~2020~~the ~~arose~~three months ended September 30, 2025 resulted from ~~sales~~the extension of ~~marketable~~22 ~~securities~~notes ~~acquired~~payable to Dr. Dent during the quarter. Gain on extinguishment of debt in the ~~August~~three ~~2020~~months ~~Equity~~ended ~~Transaction~~September at30, ~~prices~~2024 ~~below~~resulted from the ~~acquisition~~extension of two notes payable ~~price~~to Dr. Dent during the quarter.

~~Loss~~Gain (loss) on ~~extinguishment~~the ofchange ~~debt~~ in ~~the~~fair ~~year~~value ~~ended~~of ~~December~~debt ~~31,~~was ~~2021~~a ~~increased~~loss byof $3197,~~609,797,~~939 orin ~~268%, to $4,957,168 as compared to~~ the ~~year~~three months ended ~~December~~September 3130, ~~2020, primarily~~2025 asrelated ato ~~result~~19 ofnotes apayable ~~January 2021 transaction pursuant~~ to ~~which~~Dr. ~~the~~Michael ~~holder~~Dent that ofwere ~~convertible~~recorded ~~notes~~at ~~with~~fair ~~a face~~ value offollowing ~~$1,038,500 and~~extension ~~$317,096~~ of ~~accrued~~the ~~interest~~maturity ~~agreed~~dates toof ~~convert~~ the notes. ~~pursuant~~These tonotes ~~the~~are ~~original~~revalued ~~note~~at ~~terms~~their ~~and~~fair ~~agreed to a leak-out provision on~~value ~~the received shares in exchange for a five-year warrant to purchase 13,538,494 shares of common stock~~ at anthe ~~exercise~~end ~~price~~ of ~~$0.30~~each ~~per share.~~period, ~~In connection~~ with the ~~conversion,~~changes werecorded ~~recognized~~as agains ~~loss~~or onlosses ~~debt~~from ~~extinguishment~~the ofchange ~~$5,463,492~~ in ~~the year ended December 31, 2021, representing the excess of the~~ fair value of ~~the~~debt. ~~shares~~The ~~and~~loss ~~warrant~~on ~~issued~~change atin ~~conversion over the carrying~~ fair value of ~~the~~debt ~~host instrument and accrued interest. This loss~~ was ~~offset by a debt extinguishment gain of~~ $~~632~~65,~~826~~344 ~~related~~in to the ~~forgiveness~~three ofmonths ~~PPP~~ended ~~loans~~September in30, ~~May~~2024 and ~~June~~ ~~2021.~~related ~~Losses~~to onthree ~~extinguishment~~notes ofpayable ~~debt~~to inDr. ~~the~~Michael ~~year~~Dent ~~ended~~that ~~December~~were recorded ~~31,~~at ~~2020 resulted from an excess of~~ fair value offollowing ~~consideration paid~~extension toof ~~retire a convertible note over~~ the ~~carrying~~maturity ~~value~~dates of the ~~instrument and related derivatives being retired~~notes.

~~Losses~~Loss ~~from~~on ~~the~~ change in fair value of ~~debt~~derivative ~~decreased~~financial byinstruments ~~$362,589,~~was ~~or 95%, to~~ $1948,~~246~~494 ~~for~~in the ~~year~~three months ended ~~December~~September 3130, ~~2021~~2025, ~~compared~~resulting tofrom athe ~~loss~~change ~~of $381,835~~ in ~~the~~fair value ~~year~~of ~~ended~~derivative ~~December~~financial ~~31,~~instruments ~~2020.~~related ~~Such losses resulted from certain convertible notes and notes payable~~ to ~~related~~beneficial ~~parties~~conversion ~~that,~~features embedded in ~~previous periods,~~third ~~were~~party ~~extended and treated as an extinguishment and reissuance for accounting purposes, requiring these~~ notes toissued beduring ~~subsequently carried~~the ~~at fair value~~period. Such ~~The~~derivative ~~change~~financial ininstruments ~~fair~~are ~~value~~revalued at ~~the end of~~ each ~~reporting~~ period ~~was recorded as “Change in fair value of debt~~end.~~” After~~ ~~conversion~~There ofwere ~~our~~no ~~remaining~~such ~~convertible~~gains ~~notes~~or ~~outstanding~~losses in ~~January~~the ~~2021,~~three wemonths ~~had~~ended noSeptember 30, ~~further debt carried at fair value~~2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended September 30, 2025 was $~~530~~109,~~930~~470, ~~for~~a decrease of $212,671, or 66%, compared to $322,141 in the ~~year~~three months ended ~~December~~September 3130, ~~2020~~2024. ~~With~~Amortization ~~the~~of ~~retirement~~discounts inarose ~~2020~~from oforiginal ~~all~~issue ~~floating~~discounts on ~~rate~~notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes ~~with~~ ~~discounts~~payable. ~~subject~~The decrease was due to ~~amortization,~~larger ~~there~~equity-based ~~were~~and nooriginal ~~corresponding~~issue ~~charges~~discounts offered for notes payable in ~~the~~2024, ~~year~~and ~~ended~~therefore ~~December~~larger 31corresponding amortizable discount balances, ~~2021~~in 2024 compared to 2025.

34Interest expense and other increased by $3,906, or 8%, to $51,461 for the three months ended September 30, 2025, compared to $47,555 in the three months ended September 30, 2024, due to an increase in interest-bearing notes payable to related parties during 2024 and the first quarter of 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.

~~Gain~~Total ~~from~~other ~~the~~net ~~change~~expenses ~~in fair~~increased ~~value~~by of$20,442, ~~derivative~~or ~~financial~~7%, ~~instruments~~to ~~was~~net expense of $~~739~~322,~~485~~214 ~~for~~in the ~~year~~three months ended ~~December~~September 3130, ~~2020.~~2025 Wecompared ~~retired~~to ~~all~~net ~~derivative~~expense ~~financial~~of ~~instruments~~ $301,772 in ~~2020~~the three ~~with~~months ~~the~~ended ~~repayment~~September of30, ~~all~~2024. ~~adjustable-rate~~The ~~convertible~~change ~~notes~~was ~~payable~~primarily ~~that~~a ~~carried~~result ~~embedded~~of ~~conversion~~higher ~~feature~~losses ~~derivatives~~from changes in fair value of debt, sooffset ~~there~~by ~~were~~lower nodebt-related ~~corresponding~~discount ~~gains~~amortization orand interest charges in ~~the~~2025 ~~year~~corresponding ~~ended~~to ~~December~~lower ~~31,~~initial ~~2021~~fees and discounts.

~~(Loss)~~Net ~~gain from the change in fair value of contingent acquisition consideration increased by $449,608, or 592%, to a~~ loss of $373,656 in the year ended December 31, 2021, compared to a gain of $75,952 in the year ended December 31, 2020. The increase in the loss in 2021 was due primarily to the increase in fair value of contingent acquisition consideration related to our acquisition of MOD, which is payable in a fixed number of shares upon achievement of annual revenue milestones of the underlying business between 2021 and 2024. Due in large part to an increase in our stock price since December 31, 2020, the fair value of the liability increased substantially.

~~Interest~~Net ~~expense~~loss decreased by $~~230~~1,~~615~~121, 319, or 9257%, to $19851,~~144~~800 ~~for~~in the ~~year~~three months ended ~~December~~September 3130, ~~2021~~2025, compared to ~~interest~~net ~~expense~~loss of $~~249~~1,~~759~~973,119 in the ~~year~~three months ended ~~December~~September 3130, ~~2020~~2024, primarily as a result of ~~the~~reduced ~~repayment~~practice ~~and~~operating ~~conversion~~costs ~~of convertible notes~~ and ~~notes~~corporate ~~payable~~overhead toresulting ~~related~~from ~~parties~~cost ~~during~~cutting ~~2020~~measures ~~and forgiveness~~implemented ofstarting ~~PPP loans~~ in ~~2021~~2024, ~~leaving~~offset ~~low-interest~~by ~~government~~lower ~~loans~~revenue asfrom our ~~only debt~~practices.

Total other expenses increased by $2,685,787, or 100%, to $5,369,214 in the year ended December 31, 2021 compared to 2020, primarily as a result of a (i) $5,589,994 loss on extinguishment of debt associated with the retirement of our last remaining convertible notes payable in 2021, (ii) an increase in losses from the change in fair value of contingent acquisition due principally to the fixed-share structure of the MOD contingent consideration, and (iii) a gain in change in fair value of derivative financial instruments in 2020 with no corresponding income or charge in 2021.28

~~Net~~Comparison ~~loss increased by $4,657,326, or 81%, to $10,412,582 in the year ended December 31, 2021, compared to net loss~~ of ~~$5,755,256~~Nine inMonths ~~the year~~ ended ~~December~~September 3130, ~~2020, primarily~~ as2025 ~~a result of (i) a loss on extinguishment of debt associated with the retirement of our last remaining convertible notes payable in 2021, (ii) increased selling, general~~ and administrative costs related to our expansion, an increase in losses from the change in fair value of contingent acquisition due to the fixed-share structure of the MOD contingent consideration, and (iii) a gain in change in fair value of derivative financial instruments in 2020 with no corresponding income or charge in 2021. The increased losses were offset by a 50% overall increase in our revenue year-over-year, a gain on debt extinguishment related to the forgiveness of PPP Loans in 2021, and the retirement of convertible debt that eliminated debt discount amortization charges incurred in prior periods.2024

~~Seasonal~~The ~~Nature~~following table summarizes the changes in our results of ~~Operations~~operations for the nine months ended September 30, 2025 and 2024:

We acquired CHM in May 2020. CHM’s primary source of revenue is derived from payments earned under the Medicare shared savings program. Such amounts are determined annually when we are notified by CMS of the amount of shared savings earned. Accordingly, we recognize Medicare shared savings revenue in the period in which the CMS notifies us of the exact amount of shared savings to be paid, which historically has occurred during the three-month period ended September 30 for the program year ended December 31 of the previous year. Medicare shared savings revenue for the program year ended December 31, 2020, for which we received payment and recognized revenue in September 2021, was $2,419,312. Medicare shared savings revenue for the program year ended December 31, 2019, for which we received payment and recognized revenue in September 2020, was $767,744. Future recognition of Medicare shared savings revenue is expected to result in a material increase in our consolidated revenues in the third fiscal quarter of each year compared to the first, second and fourth fiscal quarters. Likewise, in the period in which we recognize Medicare shared savings revenue, we also determine the amount of shared savings expense to be paid to physicians participating in our ACO. This expense is also expected to be recognized in the third fiscal quarter of each year and is expected to materially increase our total operating expenses in the third fiscal quarter compared to other quarters of the fiscal year.

	Nine Months Ended September 30, 2025						Change
	2025			2024			$			%

Patient service revenue, net	$	1,705,635		$	2,249,579		$	(543,944	)		-24	%
Subscription revenue		18,133			48,161			(30,028	)		-62	%
Product revenue		31,345			91,694			(60,349	)		-66	%
Total revenue		1,755,113			2,389,434			(634,321	)		-27	%

Operating Expenses and Costs
Practice salaries and benefits		868,499			1,546,806			(678,307	)		-44	%
Other practice operating expenses		768,439			1,221,272			(452,833	)		-37	%
Cost of product revenue		43,212			86,976			(43,764	)		-50	%
Selling, general and administrative expenses		1,581,906			2,492,740			(910,834	)		-37	%
Depreciation and amortization		75,417			254,514			(179,097	)		-70	%
Impairment loss		—			716,000			(716,000	)		-100	%
Loss from operations		(1,582,360	)		(3,928,874	)		2,346,514			-60	%

Other Income (Expenses)
Gain (loss) on extinguishment of debt		260,122			(167,647	)		427,769			-255	%
Gain (loss) on change in fair value of debt		(352,627	)		93,244			(445,871	)		-478	%
Loss on change in fair value of derivative financial instruments		(2,762	)		—			(2,762	)		*
Amortization of original issue discounts on notes payable		(729,163	)		(801,762	)		72,599			-9	%
Interest expense and other		(196,987	)		(96,234	)		(100,753	)		105	%
Total other income (expenses)		(1,021,417	)		(972,399	)		(49,018	)		5	%

Net loss	$	(2,603,777	)	$	(4,901,273	)	$	2,297,496			-47	%

35* - Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year.

Historical Cash Flows

	Years Ended December 31,
	2021			2020
Net cash (used in) provided by:
Operating activities	$	(3,769,854	)	$	(2,117,297	)
Investing Activities		(341,356	)		1,812,239
Financing activities		7,240,672			356,801
Net increase (decrease) in cash	$	3,129,462		$	51,743

Operating Activities – During the year ended December 31, 2021, we used cash from operating activities of $3,769,854, as compared with $2,117,297 in the year ended December 31, 2020. The increase in cash usage results primarily from increased selling, general and administrative costs increased related to our continued expansion, offset by increases in our revenue streams in 2021 compared to 2020.

Investing Activities – During the year ended December 31, 2021, we used $341,356 in investing activities, including $196,000 contingent acquisition consideration payment paid the sellers of NCFM and $126,106 contingent acquisition consideration payment paid the sellers of CHM, plus $19,250 for the acquisition of furniture, computers and equipment. During the year ended December 31, 2020, we generated $1,812,239 from investing activities, including $2,784,782 received from the sale of marketable securities received in an August 2020 financing transaction, offset by $810,156 used to acquire CHM and MOD (net of $107,044 cash received), $137,390 paid against contingent acquisition consideration related to the acquisitions of NCFM and CHM and $24,997 for the acquisition of computers and equipment.

Financing Activities – During the year ended December 31, 2021 and 2020, we realized $7,240,672 and $356,801, respectively, in financing activities. Cash realized in 2021 was comprised mainly of $5,229,360 from the sale of common stock pursuant to private placements and puts under the Investment Agreement, $1,719,921 net proceeds from the Registered Direct Offering, and $350,200 proceeds from the exercise of options and warrants. We also made cash repayments against a vendor note in the amount of $51,109, retiring the note in full. Cash realized in 2020 was comprised mainly of $1,187,286 from the proceeds of the sale of shares of common stock to investors and pursuant to the Investment Agreement, $1,071,069 net proceeds from government loans, $827,500 from the issuance of convertible notes, and $149,000 from related party loans. We also repaid $1,882,405 of convertible loans and $967,756 of related party loans.

Exercise of Warrants and Options

During the year ended December 31, 2021, we received $333,750 upon the exercise of 3,065,278 warrants with exercise prices between $0.09 and $0.15 and $16,450 upon the exercise of 145,500 options with exercise prices between $0.10 and $0.252. Additionally, we issued 9,047,332 shares upon cashless exercise of 10,571,742 warrant shares exercised using a cashless exercise feature in settlement of litigation and other disputes in amounts totaling $614,221 that had been accrued in 2020.

There were no proceeds generated from the exercise of warrants or options during the year ended December 31, 2020.

Other Outstanding Obligations at December 31, 2021

Warrants

As of December 31, 2021, 59,796,992 shares of our Common Stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $0.05 to $1.05.

Options

As of December 31, 2021, 3,456,250 shares of our Common Stock are issuable pursuant to the exercise of options with exercise prices ranging from $0.08 to $0.77.

Unvested Stock Grants

As of December 31, 2021, 302,050 shares of our Common Stock are issuable pursuant to future vesting of stock grants.

Off Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.

RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Comparison of Three Months Ended March 31, 2022 and 2021

The following table summarizes the changes in our results of operations for the three months ended March 31, 2022 compared with the three months ended March 31, 2021:

	Three Months Ended March 31,						Change
	2022			2021			$			%
Patient service revenue, net	$	1,375,685		$	1,514,376		$	(138,691	)		9	%
Subscription, consulting and event revenue		84,218			87,655			(3,437	)		4	%
Product revenue		146,969			182,663			(35,694	)		20	%
Total revenue		1,606,872			1,784,694			(177,822	)		10	%
Operating Expenses and Costs
Practice salaries and benefits		718,073			663,937			54,136			8	%
Other practice operating expenses		562,651			730,784			(168,133	)		23	%
Medicare shared savings expenses		227,729			211,507			16,222			8	%
Cost of product revenue		160,811			168,596			(7,785	)		5	%
Selling, general and administrative expenses		1,335,140			1,366,137			(30,997	)		2	%
Depreciation and amortization		203,890			211,658			(7,768	)		4	%
Loss from operations		(1,601,422	)		(1,567,925	)		(33,497	)		2	%
Other Income (Expenses)
Loss on extinguishment of debt		—			(5,589,994	)		5,589,994			100	%
Change in fair value of debt		—			(19,246	)		19,246			100	%
Change in fair value of contingent acquisition consideration		438,322			(635,700	)		1,074,022			169	%
Interest expense		(5,023	)		(10,588	)		5,565			53	%
Total other income (expenses)		433,299			(6,255,528	)		6,688,827			107	%
Net loss	$	(1,168,123	)	$	(7,823,453	)	$	6,655,330			85	%

Revenue

Patient service revenue ~~in the three months ended March 31, 2022~~ decreased by $~~138~~543,~~691~~944, or 924% year-over-year, from $2,249,579 in the nine months ended September 30, 2024, to $1,~~375~~705,~~685~~635 in the nine months ended September 30, 2025, primarily as a result of ~~decreased~~(i) ~~patient service~~a ~~revenue~~100% decrease at our NWC practice of $~~199~~320,~~205~~188 due to the ~~departure~~discontinuation of athis ~~physician~~practice in October 2024, ~~offset~~(ii) bya 16% year-over-year ~~increases~~decrease at our NCFM practice of $260,207 due to changes in clinical staffing and cost reductions, (iii) a 3% decrease at our BTG ~~practices~~practice of $588,~~190~~246, and (iv) a decline in revenue from our AEU practice of $220,~~324~~552, ~~respectively~~offset by (v) 2025 revenue of $65,248 from our CCN practice which began in 2025. 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 $1,131,140, or 41%, from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.

Subscription, consulting and event revenue in the three months ended March 31, 2022 decreased by $3,437, or 4% year-over-year to $84,218. Consulting revenue of $77,594 was earned by the ACO/MSO Division in 2022, compared to $76,452 in the three months ended March 31, 2021. Subscription and event revenue of $6,624 and $11,113 in 2022 and 2021, respectively, was earned from Digital Healthcare division subscription revenues and attendance fees for the Company’s annual healthcare summit.29

~~Product~~Subscription revenue ~~was $146,969~~ in the nine ~~three~~ months ended ~~March~~September 3130, ~~2022~~2025 decreased by $30,028, ~~compared~~or 62% year-over-year, to $~~182~~18,~~663~~133 in the ~~three~~nine months ended ~~March~~September 3130, ~~2021~~2025, from a$48,161 ~~decrease~~in ofthe ~~$35,694,~~nine ormonths ~~20%. Product~~ended ~~revenue~~September ~~was~~30, ~~earned~~2024, bydue ~~the~~primarily ~~Medical~~to ~~Distribution~~a ~~Division,~~decrease ~~comprised~~in ofnew ~~the~~standalone ~~operations~~HealthLynked ofNetwork ~~MOD~~paid subscriptions in 2025.

37Product revenue was $31,345 in the nine months ended September 30, 2025, compared to $91,694 in the nine months ended September 30, 2024, a decrease of $60,349, or 66%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.

Operating Expenses and Costs

Practice salaries and benefits ~~increased~~decreased by $54678,~~136~~307, or 844%, to $~~718~~868,~~073~~499 in the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025, compared to $1,546,806 in the nine months ended September 30, 2024, primarily as a result of ~~increased~~focused ~~staffing~~cost reduction efforts at all of our ~~NCFM facility~~practices ~~corresponding~~starting toin anmid-2023 ~~increase~~and accelerating in ~~patient~~the ~~visits~~second inhalf ~~2022~~of 2024 and continuing into 2025.

Other practice operating costs decreased by $~~168~~452,~~133,~~833 or 2337%, to $~~562~~768,~~651~~438 in the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025 from $1,221,272 ~~due~~in tothe ~~reduced~~nine ~~overhead~~months ended September 30, 2024, primarily as a result of focused cost reduction efforts at ~~each~~all of our ~~facilities~~practices starting in mid-2023 and accelerating in the second half of 2024 and continuing into 2025.

~~Medicare~~Cost ~~shared~~of ~~savings~~product ~~expenses increased~~revenue by was $1643,~~222,~~212 ~~or 8% to $227,729~~ in the ~~three~~nine months ended ~~March~~September 3130, ~~2022.~~2025, ~~Medicare~~a ~~shared~~decrease ~~savings~~of ~~expenses~~$43,764, ~~represent~~or ~~costs~~50%, ~~incurred~~ compared to ~~deliver Medicare shared savings revenue~~$86,976 ~~including~~in ~~overhead~~the ~~and~~same ~~consulting~~period ~~fees~~of ~~related~~2024, corresponding to ~~advising~~the ~~participating~~decline ~~physician~~in ~~practices, as~~product ~~well~~sales asfor the ~~physicians’~~period ~~portion~~compared ofto ~~any~~the ~~shared~~same ~~savings~~period ~~received~~in by the ~~ACO~~prior year.

~~Cost~~Selling, ofgeneral ~~product~~and ~~revenue was~~administrative costs decreased by $~~160~~910,~~811~~834, or 37%, to $1,581,906 in the ~~three~~nine months ended ~~March~~September 3130, ~~2022,~~2025 acompared ~~decrease~~to of $72,~~785~~492,740 orin 5%the nine months ended September 30, ~~compared~~2024, primarily due to ~~the~~lower ~~same~~salaried ~~period~~overhead ofin ~~2021~~the corporate office, ~~corresponding~~lower ~~the~~stock-based compensation expense resulting ~~decrease~~from fewer employee and consultant grants in ~~year-over-year~~2025, ~~sales~~and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.

~~Selling,~~Depreciation ~~general~~ and ~~administrative~~amortization ~~costs~~in the nine months ended September 30, 2025 decreased by $30179,~~997~~097, or 270%, to $175,~~335,140~~417 incompared ~~the~~to ~~three months ended March 31~~$254,514 ~~2022~~in ~~compared to~~ the ~~three~~nine months ended ~~March 31,~~September ~~2021~~30, 2024, primarily ~~due~~as toa ~~lower~~result ~~stock-based~~of ~~and~~the ~~cash-based~~impairment ~~consulting~~of ~~fees,~~NCFM ~~and~~intangible ~~legal~~assets ~~and accounting fees~~ in ~~2022~~September ~~compared~~2024 toresulting ~~2021, offset by more personnel and overhead costs~~ in ~~our~~no ~~corporate~~amortization ~~function~~ in ~~connection~~the ~~with~~nine months ~~our~~ended ~~continued~~September ~~expansion~~30, ~~as well as increased promotional and development costs associated with developing and marketing the HealthLynked Network and related applications~~2025.

~~Depreciation~~During ~~and amortization decreased~~ the ~~three~~nine months ended September ~~March~~30, 312024, ~~2022~~we byrecorded ~~$7,768,~~an orimpairment ~~4%,~~charge toin the amount of $~~203~~716,~~890~~000 ~~compared~~ to ~~the~~adjust ~~three~~carrying ~~months~~value ~~ended~~of ~~March~~the ~~31,~~NCFM ~~2021,~~Medical ~~primarily~~Database to asits aestimated ~~result~~fair value of ~~certain~~$-0-. ~~fixed~~There ~~assets~~were ~~reaching~~no impairment charges during the ~~end~~nine ofmonths ~~their~~ended ~~depreciable~~September ~~lives~~30, 2025.

Loss from operations ~~increased~~decreased by $332,~~497~~346,514, or 260%, to $1,~~601~~582,~~422~~360 in the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025 compared to $3,928,874 in the ~~three~~nine months ended ~~March 31~~September 30, ~~2021~~2024, primarily as a result of ~~lower~~reduced ~~patient~~practice ~~service~~operating ~~revenue~~costs and ancorporate ~~increase~~overhead costs, offset in ~~practice~~part ~~salaries~~by ~~and~~lower ~~benefits~~revenue.

Other Income (Expenses)

~~Loss~~Gain (loss) on extinguishment of of debt in the ~~three~~nine months ended ~~March~~September 3130, ~~2021~~2025 was ~~$5,589,994, primarily as~~ a ~~result~~gain of a$260,122, ~~January~~compared ~~2021 transaction pursuant~~ to ~~which the holder of convertible notes with~~ a ~~face~~loss ~~value~~ of $1167,~~038,500~~647 ~~and~~in ~~$317,096 of accrued interest agreed to convert~~ the ~~notes~~nine ~~pursuant~~months toended ~~the~~September ~~original~~30, ~~note~~2024. ~~terms~~Gain ~~and agreed to a leak-out provision~~ on ~~the~~extinguishment ~~received~~of ~~shares~~debt in ~~exchange~~the ~~for~~nine amonths ~~five-year~~ended ~~warrant~~September ~~to purchase 13~~30,~~538,494 shares~~ of2025 ~~common~~resulted ~~stock~~from atthe anextension ~~exercise price~~ of ~~$0.30~~multiple ~~per~~notes ~~share~~payable to Dr. InDent ~~connection~~during ~~with~~ the ~~conversion,~~period. weLoss ~~recognized a loss~~ on ~~debt~~ extinguishment of ~~$5,463,492~~debt in ~~the~~2024 ~~three~~resulted ~~months~~from ~~ended~~two ~~March~~maturing ~~31,~~notes ~~2021,~~payable ~~representing~~to ~~the~~Dr. ~~excess~~Dent ofrefinanced with ~~the~~new ~~fair~~convertible ~~value~~notes ofpayable in the ~~shares~~same amount and ~~warrant issued at conversion over~~ the ~~carrying~~extension ~~value~~ of the ~~host~~maturity ~~instrument~~date ~~and accrued interest. No loss on extinguishment~~ of ~~debt was recognized in the~~ three ~~months~~additional ~~ended~~notes ~~March~~payable ~~31,~~to ~~2022~~Dr. Dent.

Losses from the change in fair value of debt was $19,246 in the three months ended March 31, 2021. Such losses resulted from certain convertible notes and notes payable to related parties that, in previous periods, were extended and treated as an extinguishment and reissuance for accounting purposes, requiring these notes to be subsequently carried at fair value. The change in fair value at the end of each reporting period was recorded as “Change in fair value of debt.” After conversion of our remaining convertible notes outstanding in January 2021, we had no further debt carried at fair value, and therefore no change in fair value of debt in the three months ended March 31, 202230

Gain (loss) ~~from~~on the change in fair value of ~~contingent~~debt ~~acquisition~~was ~~consideration decreased by $1,074,022, or 169%, to~~ a ~~gain~~loss of $~~438~~352,~~322~~627 in the ~~three~~nine months ended ~~March~~ ~~31,~~September ~~2022~~30, ~~compared~~2025 related to anotes ~~loss~~payable ofto ~~$635,700~~Dr. inMichael ~~the~~Dent that ~~three~~were ~~months~~recorded ~~ended~~at ~~March~~fair ~~31,~~value ~~2021.~~following ~~Because~~extension ~~contingent~~of ~~acquisition~~the ~~consideration related~~maturity todates ~~our acquisition~~ of ~~MOD~~the isnotes. ~~payable~~These innotes aare ~~fixed~~revalued ~~number~~at oftheir ~~shares, changes in the~~ fair value at of the ~~contingent~~end ~~acquisition~~of ~~consideration fluctuates~~each period, with ~~our~~the ~~share~~changes ~~price.~~recorded ~~During~~as ~~the~~gains ~~three~~or ~~months~~losses ~~ended~~from ~~March~~the ~~31,~~change ~~2021,~~in ~~our~~fair ~~share~~value ~~price~~of ~~increased~~debt. ~~substantially,~~The ~~resulting~~gain inon ~~an increase~~change in ~~the~~ fair value of ~~the~~debt ~~contingent~~was ~~acquisition~~$93,244 ~~consideration~~in ~~liability~~the ~~and~~nine amonths ~~corresponding~~ended ~~loss~~September ~~from~~30, ~~the~~2024 ~~change~~and inrelated ~~fair~~to ~~value. During the~~ three ~~months~~notes ~~ended~~payable ~~March~~to ~~31,~~Dr. ~~2022,~~Michael ~~our~~Dent ~~share~~that ~~price~~were recorded ~~decreased~~at ~~substantially,~~fair ~~resulting~~value infollowing aextension ~~gain~~of ~~from~~ the ~~decrease~~maturity indates ~~fair value~~ of the ~~liability~~notes.

~~Interest~~Loss ~~expense~~on ~~decreased~~change in fair value byof ~~$5,565,~~derivative orfinancial ~~53%,~~instruments towas $52,~~023~~762 ~~for~~in the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025, ~~compared~~resulting tofrom ~~interest~~the ~~expense~~change ofin ~~$10,588~~fair invalue ~~the~~of derivative ~~three~~financial ~~months~~instruments ~~ended March~~related ~~31,~~to ~~2021,~~beneficial asconversion afeatures ~~result~~embedded ofin ~~the~~third ~~repayment~~party ~~and~~notes ~~conversion~~issued ofduring ~~convertible~~the ~~notes~~period. ~~and~~Such derivative ~~notes~~financial ~~payable~~instruments toare ~~related~~revalued ~~parties~~at ~~during~~each ~~2020~~period ~~and forgiveness~~end. ofThere ~~PPP~~were ~~loans~~no insuch ~~2021,~~gains ~~leaving~~or ~~low-interest~~losses ~~government~~in ~~loans~~the asnine ~~our~~months ~~only~~ended ~~debt~~September 30, 2024.

38Amortization of original issue and debt discounts on notes payable and convertible notes in the nine months ended September 30, 2025 was $729,163, a decrease of $72,599, or 9%, compared to $801,762 in the nine months ended September 30, 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 decrease was due to larger equity-based and original issue discounts offered for notes payable being amortized in 2024, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2025.

~~Total~~Interest ~~other~~expense ~~income~~and ~~(expenses)~~other ~~decreased~~increased by $6100,~~688~~753,~~827,~~ or ~~107~~105%, to ~~income of~~ $~~433~~196,~~299~~987 infor the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025, compared to ~~expense of~~ $696,~~255,528~~234 in the ~~three~~nine months ended September ~~March~~30, 312024, ~~2021.~~due ~~The~~to ~~change~~an ~~was~~increase ~~primarily~~in ainterest-bearing ~~result~~notes ofpayable ato ~~$5,589,994~~related ~~loss~~parties onduring ~~extinguishment of debt associated with~~ the ~~retirement~~second half of ~~our~~2024 ~~last~~and ~~remaining~~first ~~convertible~~half of ~~notes~~2025, ~~payable~~primarily in ~~2021, and a large gain from~~ the ~~change~~form ~~in fair value~~ of ~~contingent~~new ~~acquisition recognized~~notes inand ~~2022~~convertible ~~due~~notes ~~principally~~payable to ~~the~~Dr. ~~fixed-share structure of the MOD contingent consideration~~Dent.

~~Net~~Total ~~loss~~other ~~decreased~~net expenses increased by $649,~~655~~018,~~330,~~ or 855%, to net expense of $1,~~168~~021,~~123~~417 in the ~~three~~nine months ended ~~March~~September 3130, ~~2022,~~2025 compared to net ~~loss~~expense of $7972,~~823,453~~399 in the nine ~~three~~ months ended ~~March~~September 3130, ~~2021,~~ ~~primarily~~2024. asThe achange ~~result~~was ofprimarily ~~(i)~~ a ~~loss~~result ~~on extinguishment~~ of ~~debt~~higher oflosses ~~$5,589,994~~on ~~in 2021 associated with the retirement of our last remaining convertible notes payable, (ii) a $438,322 gain from the~~ change in fair value of ~~contingent~~debt ~~acquisition~~and ~~recognized~~higher ~~in 2022, as compared~~and tointerest acharges ~~loss of $635,700~~ in ~~2021,~~2025 ~~due~~corresponding ~~principally~~ to ~~the~~higher ~~fair~~debt ~~value~~balances, ~~impact~~offset ofby ~~changes~~gains inrelated ~~our~~to ~~stock~~extinguishment ~~price on the fixed-share structure~~ of ~~the~~ ~~MOD~~debt ~~contingent~~recognized ~~acquisition consideration, (iii) decreases~~ in ~~other~~2025 ~~practice operating costs in our Health Services division, offset~~and bylower ~~(iv)~~debt-related adiscount ~~decrease in patient services revenue, primarily at our NWC facility~~amortization.

~~Seasonal~~Net ~~Nature of Operations~~loss

WeNet ~~acquired~~loss ~~CHM~~decreased ~~in May 2020. CHM’s primary source of revenue is derived from payments earned under the Medicare shared savings program. Such amounts are determined annually when we are notified~~ by ~~CMS of the amount of shared savings earned. Accordingly~~$2, ~~we recognize Medicare shared savings revenue~~297,496, inor ~~the~~47%, ~~period in which the CMS notifies us of the exact amount of shared savings~~ to ~~be paid~~$2,603,777 ~~which~~in ~~historically has occurred during~~ the ~~three-month~~ ~~period~~nine months ended September 30 ~~for the program year ended December 31 of the previous year. Medicare shared savings revenue for the program year ended December 31~~, ~~2020~~2025, ~~for~~compared ~~which~~to wenet ~~received~~loss ~~payment~~of ~~and recognized revenue in September 2021, was~~ $24,~~419~~901,~~312.~~273 ~~Medicare shared~~in ~~savings revenue for~~ the ~~program~~nine ~~year~~months ended ~~December 31, 2019, for which we received payment and recognized revenue in~~ September ~~2020~~30, ~~was $767~~2024,~~744.~~ ~~Future~~primarily ~~recognition~~as ofa ~~Medicare shared savings revenue is expected to~~ result inof areduced ~~material~~corporate ~~increase~~overhead inand ~~our~~practice ~~consolidated revenues~~operating incosts ~~the~~resulting ~~third~~from ~~fiscal~~substantial ~~quarter~~downsizing ~~of each year compared to the first, second~~ and ~~fourth~~cost cutting ~~fiscal~~measures ~~quarters.~~implemented ~~Likewise,~~starting in ~~the period in which we recognize Medicare shared savings revenue~~2024, weas ~~also~~well ~~determine~~as ~~the~~an ~~amount~~impairment ofcharge ~~shared savings expense to be paid to physicians participating in our ACO. This expense is also expected to be~~ recognized in ~~the~~2024, ~~third~~offset ~~fiscal~~by ~~quarter~~lower ofrevenue ~~each~~from ~~year and is expected to materially increase~~ our ~~total operating expenses in the third fiscal quarter compared to other quarters of the fiscal year~~practices.

Comparison of Years Ended December 31, 2024 and 2023

The following table summarizes the changes in our results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023:

	Year Ended December 31,						Change
	2024			2023			$			%

Patient service revenue, net	$	2,872,177		$	5,484,278		$	(2,612,101	)		-48	%
Subscription revenue		32,425			58,901			(26,476	)		-45	%
Product revenue		103,759			179,200			(75,441	)		-42	%
Total revenue		3,008,361			5,722,379			(2,714,018	)		-47	%

Operating Expenses and Costs
Practice salaries and benefits		1,995,127			3,231,117			(1,235,990	)		-38	%
Other practice operating expenses		1,556,759			2,205,085			(648,326	)		-29	%
Cost of product revenue		96,237			142,501			(46,264	)		-32	%
Selling, general and administrative expenses		3,038,936			3,623,402			(584,466	)		-16	%
Depreciation and amortization		282,950			352,027			(69,077	)		-20	%
Impairment loss		716,000			319,958			396,042			124	%
Loss from operations		(4,677,648	)		(4,151,711	)		(525,937	)		13	%

Other Income (Expenses)
Loss on extinguishment of debt		(178,986	)		(145,212	)		(33,774	)		23	%
Change in fair value of debt		84,109			---			84,109			*
Gain from expiration of liability classified equity instruments		---			92,641			(92,641	)		-100	%
Amortization of original issue discounts on notes payable		(1,316,165	)		(427,808	)		(888,357	)		208	%
Gain from realization of contingent sale consideration receivable		125,355			1,090,857			(965,502	)		-89	%
Interest expense and other		(168,144	)		(72,718	)		(95,426	)		131	%
Total other income (expenses)		(1,453,831	)		537,760			(1,991,591	)		-370	%

Loss from continuing operations		(6,131,479	)		(3,613,951	)		(2,517,528	)		70	%

Discontinued operations
Loss from operations of discontinued operations		---			(72,321	)		72,321			-100	%
Gain from disposal of discontinued operations		---			2,674,069			(2,674,069	)		-100	%
Gain on discontinued operations		---			2,601,748			(2,601,748	)		-100	%

Net loss	$	(6,131,479	)	$	(1,012,203	)	$	(5,119,276	)		506	%

- Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year.

Revenue

Patient service revenue decreased by $2,612,101, or 48% 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, primarily as a result of (i) a 49% decrease at our NCFM practice of $2,054,954 due to changes in clinical staffing that saw the departure of three physicians in 2023, two of which have been replaced, (ii) a 54% decrease at our NWC practice facility of $382,288, and (iii) an 89% decrease at our AEU practice of $246,757 due to the departure of our primary physician and attrition from the practice, offset by (iv) a 21% increase of $63,266 at our BTG practice and (v) 2024 revenue of $8,632 from our newly-launched CCN practice. The reduction in 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 from the year ended December 31, 2023 to the year ended December 31, 2024.

Subscription revenue in the year ended December 31, 2024 decreased by $26,476, or 45% year-over-year, to $32,425 in the year ended December 31, 2024, from $58,901 in the year ended December 31, 2023, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.

Product revenue was $103,759 in the year ended December 31, 2024, compared to $179,200 in the year ended December 31, 2023, a decrease of $75,441, or 42%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.

Operating Expenses and Costs

Practice salaries and benefits decreased by $1,235,990, or 38%, 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 continuing through 2024.

Other practice operating costs decreased by $648,326 or 29%, to $1,556,759 in the year ended December 31, 2024 from $2,205,085 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 continuing through mid-2024.

Cost of product revenue was $96,237 in the year ended December 31, 2024, a decrease of $46,264, or 32%, compared to $142,501 in the same period of 2023, corresponding to the decline in product sales for the period compared to the same period in the prior year.

Selling, general and administrative costs decreased by $584,466, or 16%, to $3,038,936 in the year ended December 31, 2024 compared to $3,623,402 in the year ended December 31, 2023, primarily due to 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.

Depreciation and amortization in the year ended December 31, 2024 decreased by $69,077, or 20%, to $282,950 compared to $352,027 in the year ended December 31, 2023, primarily as a result of certain fixed assets reaching the end of their depreciable lives during 2023 without corresponding additions.

During the third quarter of 2024, the Company determined that triggering events had occurred that required an impairment assessment of the NCFM Medical Database. The triggering events included (i) a material decline in revenue during the third quarter of 2024, including a 65% decline compared to the third quarter of 2023 and a 35% decline compared to the preceding second quarter of 2024, (ii) substantial operating losses and negative cash flows generated from the practice during the third quarter of 2024 for the first time since its acquisition, and (iii) substantial downsizing of the practice personnel and overhead. We determined that the carrying amount of the reporting unit, which consists of the NCFM practice, exceeded its estimated fair value. Accordingly, we recorded an impairment charge in the amount of $716,000 to adjust carrying value of the NCFM Medical Database to its estimated fair value of $-0- in the year ended December 31, 2024. During the year ended December 31, 2023, we determined that triggering events had occurred that required impairment assessments of goodwill related to our AEU business. The triggering events included (i) a material decline in revenue during the third quarter of 2023, and (ii) an inability of the business to achieve profitability since its acquisition. We determined that the carrying amount of the reporting unit, which consists of the AEU practice, exceeded its estimated fair value. Accordingly, we recorded an impairment charge in the amount of $319,958 to adjust carrying value of AEU goodwill to its estimated fair value of $-0- in the year ended December 31, 2023.

Loss from operations increased by $525,967, or 13%, to $4,677,648 in the year ended December 31, 2024 compared to $4,151,711 in the year ended December 31, 2023, 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.

Other Income (Expenses)

Loss on extinguishment of debt in the year ended December 31, 2024 was $178,986, compared to a loss of $145,212 in the year ended December 31, 2023. Loss on extinguishment of debt in 2023 resulted from early repayment of eight notes and extension of two related party notes. Loss on extinguishment of debt in 2024 resulted from two maturing notes payable to Dr. Dent refinanced with new convertible notes in the same amount and the extension of the maturity date of four additional notes payable to Dr. Dent.

Gains from the change in fair value of debt was $84,109 in the year ended December 31, 2024 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 from expiration of liability classified equity instruments was $92,641 in the year ended December 31, 2023 and resulted from the expiration of liability-classified warrants issued in 2020. There were no such gains or losses in the year ended December 31, 2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the year ended December 31, 2024 was $1,316,165, an increase of $888,357, or 208%, compared to $427,808 in the year ended December 31, 2023. 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 increase was due to higher notes payable balances and larger equity-based and original issue discounts offered for new notes payable, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2023.

Gain from realization of contingent sale consideration receivable was $125,355 in the year ended December 31, 2024, a decrease of $965,502, or 89% compared to a gain of $1,090,857 in the year ended December 31, 2023. The gains resulted from actual proceeds received during the period from contingent sale consideration related to the sale of AHP in excess of the amount estimated to be received at the time of the sale in January 2023. Receipts during the year ended December 31, 2024 included $500,000 gross ($325,000 net) from the receipt of Physician Advance Consideration in November 2024. Receipts during the year ended December 31, 2023 included $1,750,000 gross ($1,540,000 net) in Incremental Cash Consideration and $1,873,993 gross ($1,186,231 net) from the 2022 MSSP Consideration.

Interest expense and other increased by $95,426, or 131%, to $168,144 for the year ended December 31, 2024, compared to $72,718 in the year ended December 31, 2023, due to an increase in interest-bearing notes payable to related parties and third parties during 2024, primarily in the form of new notes and convertible notes payable to Dr. Dent.

Total other income (expenses) increased by $1,991,591, or 370%, to net expense of $1,453,831 in the year ended December 31, 2024 compared to net income of $537,760 in the year ended December 31, 2023. The change was primarily a result of a $1,090,857 gain from realization of contingent sale consideration receivable related to the collection of consideration in the AHP sale in 2023 and higher debt-related discount amortization and interest charges in 2024 corresponding to higher debt balances with larger initial fees and discounts.

Loss from continuing operations increased by $2,517,528, or 70%, to $6,131,479 in the year ended December 31, 2024, compared to $3,613,951 in the year ended December 31, 2023. The increased loss in 2024 was due primarily to a decrease in revenue, a $1,090,857 gain from realization of contingent sale consideration receivable related to the collection of consideration in the AHP sale in 2023, higher impairment charges and increased debt-related discount amortization and interest charges, offset in part by reduced practice operating costs and corporate overhead costs.

Gain (loss) from operations of discontinued operations

As a result of the AHP Sale on January 17, 2023, our ACO/MSO Division was classified as discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2024 and 2023. Loss from operations of discontinued operations decreased by $72,321, or 100%, from $72,321 in the year ended December 31, 2023 to $-0- in the year ended December 31, 2024. The loss in 2023 reflects winding down costs of the discontinued operation after the sale on January 17, 2023. No revenue or costs were incurred related to the business in the year ended December 31, 2024.

Effective January 17, 2023, we completed the AHP Sale, at which time we discontinued the operations of CHM and ceased to have a controlling financial interest in AHP. In connection with the AHP Sale, as of January 17, 2023, we recognized the fair value of consideration received and receivable from the AHP Sale, recognized an indemnification liability related to potential claims resulting from the AHP Sale, derecognized the carrying value of assets and liabilities transferred to the Buyer or otherwise derecognized in connection with in the AHP Sale, and recorded a gain on sale for the excess of consideration received over carrying value of assets derecognized and liabilities recognized. Accordingly, we recorded a gain from disposal of AHP in the amount of $2,674,069 in the year ended December 31, 2023.

Net loss

Net loss increased by $5,119,276, or 506%, to $6,131,479 in the year ended December 31, 2024, compared to net loss of $1,012,203 in the year ended December 31, 2023, primarily as a result of (i) the gain from disposal of AHP in the amount of $2,674,069 in the year ended December 31, 2023 with no corresponding gain in the year ended December 31, 2024, (ii) a decrease in revenue and increased impairment charges and debt-related discount amortization and interest charges, and (iii) a $1,090,857 gain from realization of contingent sale consideration receivable related to the collection of consideration in the AHP sale in 2023, offset in part by (iv) reduced practice operating costs and corporate overhead costs from cost cutting measures implemented in 2024.

Impairment

Impairment Reviews

Long-lived assets (including amortizable identifiable intangible assets) or asset groups held for use are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such events occur, we compare the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of a long-lived asset or asset group. The cash flows are based on our best estimate of future cash flows derived from the most recent business projections. If this comparison indicates that the asset is not recoverable, we estimate the fair value of the asset group using a discounted cash flow model. An impairment charge is then recorded for any excess carrying value above the estimated fair value of the asset group.

Goodwill is tested for impairment on an annual basis and more often if circumstances indicate that an impairment may be necessary. Goodwill impairment is recognized for any excess carrying value above the estimated fair value of the asset group. Fair value is estimated using the same approach as described above for long-lived asset testing.

The significant assumptions we use in the discounted cash flow models are revenue growth rate, gross profit margins on product sales, operating income margin, and the discount rate used to determine the present value of the cash flow projections. Among other inputs, revenue growth rate and operating income margin are determined by management using historical performance trends, projected performance from existing partnerships, industry data, relevant changes in the reporting unit’s underlying business, and other market trends that may affect the reporting unit. The discount rate is based on the estimated weighted average cost of capital as of the test date of market participants in the industry in which the reporting unit operates. The assumptions used in the discounted cash flow model are subject to significant judgment and uncertainty. Changes in projected revenue growth rates, gross profit margins, projected operating income margins, or estimated discount rates due to uncertain market conditions, losses of key physicians in our Health Services reporting unit, changes in technology, or other factors, could result in one or more of our reporting units with a significant amount of identifiable intangible assets recognizing material impairment charges, which could be material to our results of operations and financial position. Our historical or projected revenues or cash flows may not be indicative of actual future results.

Impairment of NCFM Medical Database - 2024

During the third quarter of 2024, we determined that triggering events had occurred that required an impairment assessment of the NCFM Medical Database. The triggering events included (i) a material decline in revenue during the third quarter of 2024, including a 65% decline compared to third quarter of 2023 and a 35% decline compared to the second quarter of 2024, (ii) substantial operating losses and negative cash flows generated from the practice for the first time since its acquisition, and (iii) substantial downsizing of the practice personnel and overhead. We do not believe that the levels of revenue and profitability achieved since the acquisition of NCFM are reasonably likely to return to the extent that projected cash flows from the practice can substantiate the carrying value of the NCFM Medical Database.

An impairment loss is recognized if the carrying amount of a reporting unit exceeds its fair value. The amount of impairment loss is measured as the excess of the reporting unit’s carrying value over its fair value. We determined that the carrying amount of the reporting unit, which consists of the NCFM practice, exceeded its estimated fair value. Accordingly, we recorded an impairment charge in the amount of $716,000 to adjust carrying value of the NCFM Medical Database to its estimated fair value of $-0- in the year ended December 31, 2024.

The fair value of the NCFM reporting unit was determined using a discounted cash flow approach, which applies a market discount rate to a projected stream of cash flows, as estimated by management. As such, the fair values of the NCFM reporting unit and goodwill rely on significant unobservable inputs and assumptions and there is uncertainty in the expected future cash flows used in the impairment review.

Impairment of AEU Goodwill - 2023

During the third quarter of 2023, we determined that triggering events had occurred that required an impairment assessment of the AEU goodwill. The triggering events included (i) a material decline in revenue during the third quarter of 2023, and (ii) an inability of the business to achieve profitability since its acquisition. An impairment loss is recognized if the carrying amount of a reporting unit exceeds its fair value. The amount of impairment loss is measured as the excess of the reporting unit’s carrying value over its fair value. We determined that the carrying amount of the reporting unit, which consists of the AEU practice, exceeded its estimated fair value. Accordingly, we recorded an impairment charge in the amount of $319,958 to adjust carrying value of AEU goodwill to its estimated fair value of $-0- in the year ended December 31, 2023.

The fair value of the AEU reporting unit was determined using an expected present value approach, which applies a market discount rate to a probability-weighted stream of cash flows based on multiple scenarios, as estimated by management. As such, the fair values of the AEU reporting unit and goodwill rely on significant unobservable inputs and assumptions and there is uncertainty in the expected future cash flows used in the impairment review.

Liquidity and Capital Resources

Liquidity ~~and Going Concern~~Condition

During 2014, the ~~second quarter~~Financial ofAccounting ~~2014,~~Standards ~~the~~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 (~~May~~November 1619, ~~2022~~2026). ~~Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before May 16, 2023.~~

We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure.36

WeManagement ~~have~~considered ~~experienced~~our current ~~net~~financial ~~losses~~ condition and liquidity sources, including current funds available, forecasted future cash ~~outflows~~flows ~~from~~and ~~operating~~our ~~activities~~obligations due ~~since~~before ~~inception.~~November As19, of2026 ~~March~~and 31concluded that, ~~2022~~without additional funding, we ~~had~~will ~~cash~~not ~~balances~~have ofsufficient ~~$1,926,714,~~funds ~~working~~to ~~capital~~meet our obligations ofwithin ~~$503,527~~one ~~and~~year anfrom ~~accumulated~~the ~~deficit~~date ofthe ~~$33,373,312.~~consolidated ~~For~~financial ~~the~~statements ~~three~~were ~~months~~issued. ~~ended~~Without ~~March~~raising ~~31,~~additional ~~2022~~capital, wethere ~~had~~is substantial doubt about our ability to continue as a ~~net~~going ~~loss~~concern ofthrough $1November 19,~~168,123,~~ ~~net cash~~2026. ~~used~~The byaccompanying ~~operating~~consolidated ~~activities~~financial ofstatements ~~$1,342,918,~~have been ~~and~~prepared noassuming ~~cash~~that ~~provided~~we bywill ~~financing~~continue ~~activities~~as a going concern. WeThis ~~expect~~basis toof ~~continue~~presentation tocontemplates ~~incur~~the ~~net~~recovery ~~losses and~~of ~~have~~our ~~significant~~assets ~~cash~~and the ~~outflows~~satisfaction ~~for~~of atliabilities ~~least~~in the ~~next~~normal 12course ~~months~~of business.

~~Management~~We ~~has~~are ~~evaluated~~subject ~~the significance~~to a number of ~~the~~risks, ~~conditions~~including ~~described~~uncertainty ~~above~~related into ~~relation~~product todevelopment ~~our~~and ~~ability~~generation toof ~~meet~~revenues and positive cash flow from our ~~obligations~~Digital Healthcare Division and ~~concluded~~a ~~that,~~dependence ~~without~~on ~~additional funding,~~outside wesources ~~will~~of ~~not~~capital. ~~have~~The ~~sufficient~~attainment ~~funds~~of profitable operations is dependent on future events, including obtaining adequate financing to ~~meet~~fulfill our ~~obligations~~growth ~~within~~and ~~one~~operating ~~year~~activities ~~from~~and ~~the~~generating ~~date~~a ~~the~~level ~~condensed~~of ~~consolidated~~revenues ~~financial statements~~adequate ~~were~~to ~~issued~~support our cost structure.

OnAs ~~April~~of ~~20,~~September ~~2021~~30, ~~we filed a shelf registration statement on form S-3 that was declared effective by the Securities and Exchange Commission on April 26~~2025, ~~2021 (the~~ ~~“Shelf~~we ~~Registration”).~~had ~~The~~cash ~~Shelf~~of ~~Registration registered for resale up to~~ $5010,~~000~~911,~~000~~ ofa ~~our~~working ~~common~~capital ~~stock.~~deficit ~~During~~of ~~August 2021~~$5, ~~we sold 3~~201,~~703,704~~336 ~~common shares~~ and ~~1,851,852 five-year warrants with~~ an ~~exercise~~accumulated ~~price~~deficit of $050,768,392.65 toFor anthe ~~institutional~~nine ~~investor~~months atended ~~an offering~~September ~~price~~30, of2025, ~~$0.54~~we ~~per~~had ~~share~~a ~~pursuant~~net toloss ~~the Shelf Registration, generating gross proceeds~~ of $2,~~000~~603,~~000.~~777 Weand ~~may~~used ~~still~~cash ~~make~~from ~~sales~~operating activities of ~~common stock up to an additional~~ $481,~~000~~294,~~000 under the Shelf Registration~~380. ~~Management~~We ~~intends~~expect to ~~alleviate~~continue ~~the~~to ~~conditions~~incur ~~described~~net ~~above by~~losses ~~raising~~and ~~additional~~have ~~capital~~significant ~~from~~cash ~~the~~outflows ~~Shelf~~for ~~Registration.~~at ~~However,~~least ~~there is no assurance that management’s plans will be successful. Our ability to obtain additional financing in~~ the ~~debt~~next ~~and~~12 ~~equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry~~months.

39Significant Liquidity Transactions

~~Without~~Through ~~raising~~September ~~additional capital~~30, ~~either via the Shelf Registration or from other sources~~2025, we ~~there~~have isfunded ~~substantial doubt about~~ our ~~ability~~operations toprincipally ~~continue~~through as a ~~going concern~~combination ~~through~~of ~~May~~sales ~~16,~~of ~~2023.~~our ~~The~~common ~~accompanying~~stock, ~~condensed~~convertible ~~consolidated~~and ~~financial~~non-convertible ~~statements have been prepared assuming that we will continue~~promissory asnotes, agovernment ~~going~~issued ~~concern.~~debt, ~~This basis of presentation contemplates the recovery of our assets~~ and ~~the~~related ~~satisfaction~~party ofdebt, ~~liabilities~~as indescribed ~~the normal course of business~~below.

WeDuring ~~intend~~the ~~that~~nine ~~the~~months ~~longer~~ended ~~term~~September ~~(i.e.~~30, ~~beyond twelve months) cost of completing additional intended acquisitions~~2025, ~~implementing~~we ~~our~~issued ~~development~~new ~~and~~convertible ~~sales~~notes ~~efforts related~~ to ~~the~~our ~~HealthLynked~~CEO, ~~Network~~Dr. ~~and~~Michael ~~maintaining~~Dent, ~~existing~~for ~~and~~aggregate ~~expanding~~net ~~overhead and administrative costs will be financed from (i)~~ cash onproceeds ~~hand,~~of ~~(ii) profits generated by NCFM~~$1,266,000 ~~BTG~~ and ~~CHM (including expected Medicare Shared Savings revenue projected to be received~~refinanced ~~annually~~or inextended ~~the~~existing ~~third~~notes ~~fiscal~~with ~~quarter~~an ofaggregate ~~each~~principal ~~year), and (iii) the use~~ of ~~further outside funding sources~~$3,926,000. NoWe ~~assurances~~also ~~can~~issued benotes ~~given that we will be able~~ to ~~access~~third ~~additional~~parties ~~outside~~for ~~capital~~net incash aproceeds ~~timely~~of ~~fashion~~$430,000. We Ifmade ~~necessary~~repayments ~~funds~~on ~~are~~related ~~not~~party ~~available, our business~~ and ~~operations would~~third-party benotes ~~materially~~of ~~adversely~~$476,950 ~~affected and~~ in ~~such~~nine ~~event,~~months weended ~~would~~September ~~attempt~~30, ~~to reduce costs and adjust our business plan~~2025.

~~COVID-~~Without raising additional capital, whether from this offering or via the sale of equity or debt instruments, receipt of remaining contingent consideration related to the sale of AHP, from the sale of our current businesses, or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through November 19, 2026. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak of the pandemic is materially adversely affecting our employees, patients, communities and business operations, as well as the U.S. economy and financial markets. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. In response to COVID-19, we implemented additional safety measures in our patient services locations and our corporate headquarters.

Plan of operation and future funding requirements

Our plan of operations is to profitably operate our Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”

We ~~intend~~are tomarketing ~~market~~ the HealthLynked Network ~~through~~by ~~top level sales efforts~~ targeting large health systems, hospitals and universities. In addition, we ~~will~~are ~~market~~marketing via ~~telesales targeting physicians’ offices,~~ direct -to -patient marketing, affiliated marketing campaigns, co-marketing with our Medical Distribution businesses ~~retailer~~subsidiary MOD, and expanded southeast regional sales efforts. WeOur ~~intend that our~~ initial ~~primary~~ sales strategy ~~will~~is beutilizing ~~physician telesales through the use of telesales representatives whom we will hire as access to capital allows. In combination with our telesales, we intend to also utilize~~ Internet -based marketing to increase penetration to targeted geographical areas. These campaigns ~~will~~are be focused on both physician ~~providers~~practices and patient members. We also ~~intend~~are toleveraging ~~leverage~~ MOD’s discounted medical supplies as an offering to our patient and physician members in ~~both~~ the HealthLynked Network. ~~and~~We ~~our~~also ~~ACO~~intend ~~network~~to ~~and~~utilize physician telesales through ~~plans~~the use of telesales representatives whom we will hire as access to capital allows. If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.

Currently, we are focusing on acquiring additional profitable ACOs with a concentration on physician-based ACOs in Florida, the Southeast, Texas, New Jersey and Arizona. ACOs’ objectives are to reduce patients’ healthcare costs while improving their health. Our initial targets are physician-based Florida Medicare ACOs. Profitable ACOs have shared savings, which are payments made by the Medicare governing body CMS to ACOs whose Medicare patients have aggregate total savings over the regional threshold for all Medicare patients in the territory and that meet CMS’ quality standards. Given HealthLynked’s goal to improve healthcare and reduce healthcare costs for all patients, we anticipate that the ACO acquisition model can help us expand both physician and patient utilization of the HealthLynked Network while continuing to add incremental revenue and profit from to our Health Services and ACO/MSO business units. We plan to raise additional capital to fund our ongoing ~~acquisition~~plan ~~strategy~~of operation.

4037

Historical Cash Flows

	Three Months Ended March 31,
	2022			2021
Net cash (used in) provided by:
Operating activities	$	(1,342,918	)	$	(1,216,959	)
Investing Activities		(22,014	)		(7,399	)
Financing activities		—			4,403,902
Net increase (decrease) in cash	$	(1,364,932	)	$	3,179,544

Cash flows during the nine months ended September 30, 2025 and 2024 were as follows:

Operating Activities – During the three months ended March 31, 2022, we used cash from operating activities of $1,342,918, as compared with $1,216,959 in the three months ended March 31, 2021. The increase in cash usage results primarily from increased selling, general and administrative costs increased related to our continued expansion.

	Nine Months Ended September 30, 2025
	2025			2024
Net cash (used in) provided by:
Operating activities	$	(1,294,380	)	$	(2,750,520	)
Investing activities		—			(2,598	)
Financing activities		1,229,050			2,520,854
Net increase (decrease) in cash	$	(65,330	)	$	(232,264	)

~~Investing~~Operating Activities – – During the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2025, we used ~~$22,014~~cash infrom ~~investing~~operating activities ~~for~~of ~~the~~$1,294,380, ~~acquisition~~as ofcompared ~~computers~~with ~~and~~$2,750,520 ~~office~~in ~~equipment. During~~ the ~~three~~nine months ended ~~March~~September 3130, ~~2021,~~2024. weThe ~~used~~decrease ~~$7,399~~ in ~~investing~~cash ~~activities~~usage ~~for~~results ~~the~~primarily ~~acquisition~~from ofsubstantial ~~computers~~downsizing and ~~office~~cost reduction ~~equipment~~efforts at our Health Services practices and our corporate office.

~~Financing~~Investing Activities – – During the ~~three~~nine months ended ~~March~~September 3130, ~~2022~~2024, we ~~did~~used ~~not have any cash flows from financing activities. Cash generated from financing activities in 2021 in the amount of~~ $42,~~403,902~~598 ~~was~~in ~~comprised~~investing ofactivities ~~$4,389,361~~related ~~from~~to ~~the~~acquisition ~~sale~~ of ~~common~~computers ~~stock~~and office ~~pursuant~~equipment. toWe ~~private~~did ~~placements and~~not ~~puts~~use ~~under~~any ~~the~~cash ~~Investment~~in ~~Agreement~~investing ~~and~~activities ~~$65,650~~during ~~proceeds from~~ the ~~exercise~~nine ofmonths ~~options~~ended ~~and~~September ~~warrants~~30, ~~offset by repayments against a vendor note in the amount of $51,109~~2025.

Financing Activities – During the nine months ended September 30, 2025, cash provided by financing activities was $1,229,050, comprised of $10,000 from the sale of common stock, $430,000 from the issuance of notes to third parties and $1,266,000 from the issuance of notes to related parties, offset by $476,950 in repayments of notes to third parties and related party advances. During the nine months ended September 30, 2024, cash provided by financing activities was $2,520,854, comprised of $405,000 from the sale of common stock, $2,675,000 from the issuance of notes to related parties, and $335,000 from the issuance of notes to third parties, offset by $67,601 in repayments of notes to related and third parties.

Cash flows during the years ended December 31, 2024 and 2023 were as follows:

	Year Ended December 31,
	2024			2023
Net cash (used in) provided by:
Net cash used in continuing operating activities	$	(3,494,122	)	$	(4,020,022	)
Net cash used in discontinued operating activities		---			(124,846	)
Net cash used in operating activities		(3,494,122	)		(4,144,868	)

Net cash provided by continuing investing activities		422,402			3,506,112
Net cash provided by discontinued investing activities		---			---
Net cash provided by investing activities		422,402			3,506,112

Net cash provided by continuing financing activities		2,900,739			824,087
Net cash provided by discontinued financing activities		---			---
Net cash provided by financing activities		2,900,739			824,087

Net increase (decrease) in cash from continuing operating		(170,981	)		310,177
Net (decrease) in cash from discontinued operating		---			(124,846	)
Net increase (decrease) in cash	$	(170,981	)	$	185,331

Operating Activities - During the year ended December 31, 2024, we used cash from operating activities of $3,494,122, as compared with $4,144,868 in the year ended December 31, 2023. The decrease in cash usage results primarily from cost reduction efforts at our Health Services practices and corporate offices and a decrease of $124,846 in cash used in operations of our discontinued ACO/MSO Division resulting from the unit being sold on January 17, 2023.

Investing Activities - During the years ended December 31, 2024 and 2023, we realized $422,402 and $3,506,112, respectively, from investing activities, comprised primarily of cash proceeds received from the AHP Sale, offset by the acquisition of computers and office equipment.

Financing Activities - During the years ended December 31, 2024 and 2023, we received cash of $2,900,739 and $824,087, respectively, from financing activities. Cash provided by financing activities in 2024 was comprised of $405,000 from the sale of common stock, $3,270,000 from the issuance of notes to related parties, and $335,000 from the issuance of notes to third parties, offset by $1,109,261 repayments of notes to related and third parties. Cash provided by financing activities in 2023 was comprised of $850,000 proceeds from the sale of common stock (net of $18,765 received from sales of common stock under the SEPA that were applied to the balance of the Note Payable) and $2,481,749 from the issuance of notes, offset by $2,507,662 repayments of notes (net of $18,765 received from sales of common stock under the SEPA that were applied to the balance of the Note Payable).

Exercise of Warrants and Options

No warrants or options were exercised during the nine months ended September 30, 2025 or 2024 or the years ended December 31, 2024 or 2023.

Other Outstanding Obligations at September 30, 2025

As of September 30, 2025 and December 31, 2024, 824,850 and 1,014,888 shares, respectively, of our common stock were issuable pursuant to the exercise of warrants with exercise prices ranging from $1.95 to $105.00 as of September 30, 2025 and $2.30 to $105.00 as December 31, 2024.

As of September 30, 2025 and December 31, 2024, 135,820 and 61,574 shares, respectively, of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $2.20 to $25.20 as of September 30, 2025 and $5.69 to $26.30 as December 31, 2024.

As of September 30, 2025 and December 31, 2024, 28,162 and 30,632 shares, respectively, of our common stock are earned but unissued pursuant to consulting agreements.

As of September 30, 2025 and December 31, 2024, 1,226,182 and 625,379 shares, respectively, of our common stock were issuable upon the conversion of outstanding convertible notes at the option of the beneficial holder of those instruments, Dr. Michael Dent.

Seasonal Nature of Operations

We do not experience any material seasonality related to any of our operations.

Off Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.

4139

BUSINESS

Overview

HealthLynked ~~Corp.~~ is a ~~growth stage~~healthcare ~~company~~technology company incorporated in the ~~state~~State of Nevada on August 6, 2014. We ~~currently~~ operate inacross ~~four~~three ~~distinct~~primary divisions:—Digital ~~the~~Healthcare, ~~Health~~Medical ~~Services Division~~Distribution, and ~~the~~Health ~~Digital~~Services—each ~~Healthcare~~designed ~~Division,~~to ~~the~~support ~~ACO/MSO~~our ~~(Accountable~~strategy ~~Care~~of ~~Organization~~improving /care ~~Managed~~coordination ~~Service~~and ~~Organization)~~patient ~~Division,~~engagement ~~and~~through ~~the~~a consumer-centric ~~Medical~~digital ~~Distribution~~health ~~Division~~platform while generating diversified revenue streams.

Our ~~Health~~key ~~Services~~objectives ~~division is~~are comprised of the operations of (i) NWC, a multi-specialty medical group including Gynecology and General Practice, (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, (iii) BTG, a physical therapy practice in Bonita Springs, FL opened in January 2020 that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, and (iv) AEU, a patient service facility specializing in minimally and non-invasive cosmetic services that we acquired in May 2022.:

~~The~~1. ~~Digital~~Improve ~~Healthcare~~patient ~~division develops~~care ~~and~~coordination ~~operates an online personal medical information~~ and ~~record~~access ~~archive system, the “HealthLynked Network,” which enables patients and doctors~~ to ~~keep~~healthcare ~~track of medical information via the Internet in a cloud-based system.~~services;

~~Our~~2. ~~ACO/MSO~~Enhance ~~Division~~the ~~operates an~~operational ~~ACO~~efficiency ~~and~~of ~~MSO~~medical ~~that assist physician~~ practices ~~in providing coordinated~~ and ~~more~~related ~~efficient~~healthcare ~~care to patients via the MSSP, which rewards~~ providers; ~~for efficiency in patient care. The ACO/MSO Division plans to partner with a Medicare advantage program as an affiliate within the next twelve months.~~and

~~Our~~3. ~~Medical~~Utilize ~~Distribution~~healthcare ~~Division is comprised of the operations of MOD~~data, asubject ~~virtual distributor of discounted medical supplies selling~~ to ~~both~~patient ~~consumers~~consent and ~~medical~~applicable ~~practices throughout~~laws, ~~the United States. The Medical Distribution Division plans~~ to ~~increase~~support ~~its~~improved ~~capacity~~healthcare ~~during the next twelve months either through partnership or acquisition~~outcomes.

42Digital Healthcare Division

Within our Digital Healthcare division, we develop and manage the HealthLynked Network, a robust, cloud-based platform that centralizes personal medical records and streamlines communication between patients and healthcare providers. Our platform integrates software-based decision-support tools (including AI-enabled features), on-demand telemedicine services, and concierge support, delivering a technology-enabled patient experience.

Our AI-enabled features are designed to support patient engagement and care navigation and are not intended to provide medical diagnoses, treatment recommendations, or replace the judgment of licensed healthcare professionals.

Health Services Division

~~In August 2014~~Historically, we ~~acquired~~operated ~~NWC,~~and anmanaged ~~OB/GYN~~a ~~practice~~range inof ~~Naples,~~clinical ~~Florida~~medical ~~that~~practices, ~~was~~including ~~established~~women’s inhealth ~~1996.~~services, ~~NWC~~physical ~~provides~~therapy, ~~gynecological~~aesthetic ~~medical~~ services, ~~to patients in the~~primary ~~Southwest~~care, ~~Florida~~and ~~region~~functional medicine. ~~NWC~~These ~~currently~~clinical ~~employs~~operations ~~one~~were ~~physician~~established ~~and~~primarily ~~two~~to ~~ARNP~~support ~~nurse~~the ~~practitioners.~~development ~~Services~~of ~~offered~~our ~~include~~digital ~~general physical~~healthcare ~~exams,~~platform ~~surgical~~by ~~procedures~~providing ~~such~~real-world asenvironments ~~hysterectomy,~~in ~~bladder~~which ~~incontinence~~to ~~procedures~~deploy, ~~pelvic reconstruction~~test, ~~sterilization,~~and ~~endometrial~~refine ~~ablation, advanced~~our ~~robotic~~products ~~surgery~~and services, ~~contraceptive~~while ~~management~~generating ~~and~~direct patient ~~infertility testing~~ and ~~treatment~~provider feedback.

OnAs ~~April~~our ~~12,~~technology ~~2019, we acquired~~platform ahas ~~100%~~matured ~~interest~~and inour ~~Hughes~~strategic ~~Center~~focus ~~for~~has ~~Functional~~shifted ~~Medicine~~toward ~~(“HCFM”)~~scalable, atechnology-enabled ~~medical~~solutions, ~~practice~~we ~~engaged~~have inintentionally ~~improving~~reduced ~~the~~our ~~health of its~~exposure ~~patients~~to ~~through~~direct ~~individualized~~clinical operations and ~~integrative~~exited ~~health~~or ~~care.~~divested ~~HCFM,~~non-core ~~which~~practices. ~~was~~We ~~rebranded~~currently asoperate ~~NCFM~~a ~~upon~~single ~~acquisition,~~clinical isservice afocused ~~leader~~on in functional medicine ~~focusing on neurodegenerative diseases such as Alzheimer’s~~, ~~Parkinson’s~~which ~~and~~management ~~Multiple~~believes ~~Sclerosis. HCFM~~ provides ~~cutting-edge treatments~~sufficient toongoing ~~improve~~clinical ~~health~~insight ~~and~~while ~~slow~~maintaining ~~aging, including hormones, thyroid, weight loss, wellness and prevention. HCFM’s income streams are derived from patient office visits,~~ a ~~dedicated~~disciplined IVcost ~~room, hyperbaric oxygen chambers, ozone, UVlrx, DNA sequence testing and the sale of supplements~~structure.

InThis ~~January~~transition ~~2020,~~reflects ~~we launched~~ a broader ~~new~~effort ~~physical~~to ~~therapy~~improve ~~practice~~operating inleverage, ~~Bonita~~reduce ~~Springs~~regulatory and overhead burden, ~~Florida~~and ~~called~~align ~~Bridging~~capital ~~the~~allocation ~~Gap~~with ~~Physical~~our ~~Therapy~~long-term ~~(“BTG”)~~strategy of expanding our Digital Healthcare platform. ~~BTG~~While ~~employs~~the ~~two doctors~~Health ~~who~~Services ~~provide~~division ~~hands-on~~has ~~functional~~historically ~~manual~~generated ~~therapy~~most ~~techniques~~of our revenue, it is generally subject to ~~speed~~higher ~~patients’~~operating ~~recovery~~costs, regulatory complexity, and ~~manage~~margin ~~pain~~constraints ~~without~~than ~~pain~~our ~~medication~~technology-focused segments. Accordingly, ormanagement ~~surgery~~does not view direct clinical operations as a primary driver of future growth, but rather as a limited, supportive component of our overall business strategy.

On May 13, 2022, we acquired AEU, a patient service facility specializing in minimally and non-invasive cosmetic services including fat reduction, body sculpting, wrinkle reduction, hair removal, IV hydration, and feminine rejuvenation.

ACO/MSO Division

CHM and its wholly owned subsidiary AHP, which we acquired in April 2020, combine to operate an ACO. The MSSP is a program created under the Affordable Care Act (“ACA”) designed to enhance the efficiency of healthcare provided to patients covered by Medicare. The program allows for the creation of ACOs, which are organizations that agree to take responsibility for the efficiency of healthcare services provided by a group of participating healthcare providers under Medicare. The ACO is held accountable for the efficiency of the healthcare services of its participating providers as measured against benchmarks prescribed in the MSSP and earns shared savings payments if such benchmarks are met. This division also provides contracted consulting services to healthcare providers and other ACOs. In September 2021 and 2020, AHP received shared savings payments of $2,419,312 and $767,744, respectively, from the MSSP program.

Medical Distribution Division

InOperating ~~October~~under ~~2020~~MedOfficeDirect LLC, weour ~~acquired MOD,~~Medical aDistribution ~~Naples,~~division ~~Florida-based~~operates as a virtual distributor of ~~discounted~~ medical supplies ~~selling~~ to ~~both~~medical ~~consumers~~professionals and ~~medical~~individual ~~practices throughout~~consumers across the United States. ~~With~~MOD ~~over~~offers ~~13,000 name brand~~ medical products inthrough ~~over~~an ~~150~~online ~~different~~marketplace ~~categories,~~supported ~~MOD~~by ~~leverages~~supplier ~~Group~~relationships, ~~Purchasing~~group ~~Organization~~purchasing ~~(GPO)~~arrangements, ~~pricing~~and ~~discounts with~~ a ~~small unit-of-measure~~ direct-to-consumer ~~shipping~~fulfillment model ~~to make ordering medical supplies both convenient and highly cost effective for its users~~. ~~The MOD online marketplace can be found at www.medofficedirect.com. MOD was founded in 2014.~~

~~Digital~~We ~~HealthCare~~intend ~~Division~~to expand this offering to provide access to a broad catalog of name-brand medical supply products for delivery directly to consumers’ homes and to medical practices. MOD partners with NDC National Distribution and Contracting, based in Nashville, Tennessee, which serves as our primary distribution partner. This distribution model allows us to offer a wide range of products without maintaining inventory, thereby reducing working capital requirements and limiting inventory-related risk, as products are fulfilled following customer purchase.

We operate a cloud-based Patient Information Network (PIN) and record archiving system, referred to as the “HealthLynked Network”, which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Through our website, www.HealthLynked.com and our mobile apps, patients can complete a detailed online personal medical history including past surgical history, medications, allergies, and family medical history. Once this information is entered, patients and their treating physicians are able to update the information as needed, to provide a comprehensive and up to date medical history.40

WeThe ~~believe~~Medical ~~that~~Distribution ~~the HealthLynked~~division ~~Network~~is ~~offers~~designed ~~several~~to ~~advantages~~generate toincremental ~~patients~~revenue and ~~physicians~~support ~~not~~engagement ~~available~~across in the ~~market~~HealthLynked ~~today~~platform. WeWhile ~~provide~~this adivision ~~comprehensive~~complements ~~marketing solution allowing physicians to market to both active and inactive patients, and an easy-to-use connection at the point of care through~~ our ~~Patient~~ ~~Access~~Digital ~~Hub~~Healthcare (“PAH”). Patient members can access medical newsfeeds and groups. Our real-time appointment scheduling application allows for patients to book appointments online with participating healthcare providers. Our database and record archives allow for seamless sharing of medical records between healthcare providers and keeps patients in control of shared access. In the HealthLynked Networkofferings, ~~parents can~~management ~~create~~does ~~accounts~~not ~~for~~currently ~~their~~view ~~children~~Medical ~~that~~Distribution ~~are~~as ~~linked~~a toprimary ~~their~~driver ~~family account, allowing them to provide access to healthcare providers, track vaccination records, and allow hospitals and schools access to important medical information in case~~ of ~~emergencies.~~long-term ~~The HealthLynked Network is accessible 24 hours a day~~growth, ~~7 days a week, via the internet~~ and ~~on mobile applications for both Android and iOS devices. We~~expects ~~believe~~future ~~this~~growth ~~type~~to ofbe ~~accessibility~~driven isprincipally ~~important~~by ~~for~~technology-enabled ~~schools and during office visits, but more important, in times of a medical emergency~~services.

By aligning our Digital Healthcare, Health Services, and Medical Distribution divisions, we seek to operate a complementary healthcare ecosystem that supports patient engagement, operational efficiency, and long-term stockholder value.

Digital Healthcare Division

Our Mission

We strive to transform the healthcare landscape through the efficient and secure exchange of healthcare data using software and technology-enabled tools that support patient engagement and healthcare access. By uniting patients, providers, and personal health data on a secure and accessible platform, we aim to improve care coordination, maintain privacy, and enhance health outcomes. Our long-term vision is to help set a standard for efficient, patient-centric healthcare, delivering sustained growth and value for our stockholders.

The HealthLynked Network

At the core of our Digital Healthcare division is the HealthLynked Network—a cloud-based Patient Information Network (“PIN”) designed to improve the way medical records are shared and managed. By streamlining the flow of health data between patients and their providers, the Network is designed to improve medical practice efficiency, shorten patient wait times, and support more informed clinical decision-making.

The HealthLynked Network comprises our proprietary medical records management platform, enhanced by a suite of applications and services that include ARi (our AI Healthcare Guide), personalized concierge service, nationwide telemedicine, a discount prescription drug program, and Oohvie, our women’s health-focused application.

Through interoperability and user-friendly design, the Network is designed to foster coordinated care across specialties and geographies, empowering users to manage and control access to their health data.

Medical Records Management

One of the features of the HealthLynked Network is its ability to provide secure medical records management. By centralizing patient data, we enable efficient sharing among authorized providers and caregivers, allowing immediate, up-to-date access to essential information. Patients can create accounts for dependents, track immunizations, and share medical histories with selected physicians—all while controlling the level and duration of access.

Our system remains electronic medical records, or EMR-agnostic, accommodating both electronic and fax-based transmissions, and leverages unique patient-specific barcodes to organize and archive records automatically. This cross-platform flexibility is designed to lower barriers to adoption and support broader use across provider settings.

Mobile Check-In

To further improve operational efficiency, we offer a mobile check-in system designed to streamline the patient intake process for participating healthcare practices. Using a secure barcode-based workflow, patients can check in for appointments using their mobile devices, update or confirm medical information, create or log in to their HealthLynked account, and pay applicable co-pays electronically. This process is intended to reduce front-office administrative tasks, shorten wait times, and improve overall patient flow.

For participating practices, the mobile check-in system also serves as an integrated patient onboarding mechanism into the HealthLynked Network. Patients who utilize mobile check-in are prompted to create or access a HealthLynked profile as part of the intake process, enabling secure capture and organization of health information without requiring separate enrollment workflows.

Key benefits of the mobile check-in system include:

Automated Patient Onboarding: Patients are introduced to and enrolled in the HealthLynked ecosystem as part of the normal check-in process, eliminating the need for participating practices to actively recruit, market, or manually enroll patients into the platform.

Reduced Administrative Burden for Practices: By embedding enrollment, data collection, and record updates into the digital check-in workflow, practices can reduce staff time spent on paperwork, data entry, and follow-up, while maintaining continuity of patient records.

By embedding patient onboarding directly into routine office visits, the mobile check-in system is designed to support organic growth of the HealthLynked Network while allowing participating practices to benefit from streamlined intake and record management without additional patient acquisition efforts.

ARi AI Healthcare Guide

ARi is an AI-enabled healthcare guidance tool developed in collaboration with OpenAI and made available to paid HealthLynked members through our mobile application. ARi is designed to use patient-provided information in a member’s HealthLynked profile to support patient engagement and care navigation.

ARi is intended as a decision-support and engagement tool and is not intended to provide medical diagnoses, treatment recommendations, or replace the judgment of licensed healthcare professionals. ARi may provide general educational information, assist with organizing and summarizing health information, and support scheduling and care navigation based on user inputs.

Key features include:

●

Voice-Driven Profile Creation: Patients can create or update health profiles through conversational interaction.

●

Personalized Guidance: Context-aware responses informed by patient-provided profile information.

●

Care Navigation Support: Suggestions for potential next steps such as seeking appropriate provider types or services.

●

Effortless Scheduling: Ability to book in-person or telemedicine appointments via our scheduling application.

●

Proactive Health Tracking: Tools designed to support updates to medical profiles and reminders.

●

24/7 Intelligent Assistance: Always-available support within the app.

This AI-enabled functionality is intended to enhance the patient experience and support differentiation of our platform.

Concierge Service

Our premium Concierge Service supports HealthLynked Network members for a monthly fee and is delivered through a combination of technology-enabled tools and live clinical support. The service integrates AI-driven chatbots and digital agents designed to assist members with common healthcare-related tasks—such as appointment requests, record retrieval, and general care navigation—together with access to live nursing professionals when human interaction is appropriate or requested.

Members may use the Concierge Service to schedule appointments nationwide, request and organize medical records, and receive general guidance from licensed nursing staff. AI-enabled agents are increasingly utilized to automate routine interactions, including initiating outbound phone calls to provider offices and assisting with appointment booking on behalf of patients. These digital workflows are intended to improve responsiveness, reduce manual effort, and support scalability of the Concierge Service as membership grows.

Concierge membership also provides enhanced platform features relative to free users, including increased medical record storage capacity, family connectivity that allows management of multiple dependent profiles rather than a single user, and reduced telemedicine visit pricing. Concierge members receive discounted telemedicine visits, currently priced at approximately $50 per visit, compared to standard rates of approximately $70 per visit for non-concierge users. The Concierge Service is currently offered at a subscription price of $12 per month.

The Concierge Service is designed as a patient engagement and care coordination support offering and does not provide medical diagnoses or treatment recommendations. Management believes that the combination of automated digital tools, live clinical support, and enhanced membership features improves operating efficiency, strengthens customer retention, and supports a recurring revenue model aligned with the Company’s long-term growth strategy.

Telemedicine Services

In 2024, we expanded our telemedicine offerings from limited coverage in Florida to 24/7 nationwide access. This expansion enables patients to consult licensed healthcare providers on a remote basis, addressing demand for flexible and timely access to urgent care services. Patients are generally able to connect with a licensed provider within approximately 20 minutes.

Telemedicine visits are priced at approximately $50 per visit for HealthLynked Network members, while non-members pay approximately $70 per visit. This pricing structure is intended to provide an affordable and efficient alternative to in-person appointments, while also encouraging enrollment in the HealthLynked Network.

Discount Prescription Drug Program

Also in 2024, we introduced a discount prescription drug program designed to help reduce out-of-pocket medication costs for HealthLynked Network users. The program provides members and non-members access to savings vouchers and discounted pricing on a range of prescription medications at participating pharmacies.

The discount prescription drug program operates independently of insurance coverage and is intended to supplement, not replace, traditional pharmacy benefit plans. By offering transparent pricing and point-of-sale savings, the program is designed to promote medication affordability and support improved adherence to prescribed treatment regimens.

By integrating the discount prescription drug program into the HealthLynked digital ecosystem, users can conveniently access prescription savings alongside other healthcare services, including telemedicine, medical records management, and concierge support. Management believes this integrated approach enhances the overall patient experience, increases platform engagement, and supports user retention without introducing inventory, reimbursement, or insurance-related risk.

Oohvie: An Integrated Women’s Health Solution

Originally launched in 2020 as a women’s health application, Oohvie has evolved as part of the HealthLynked ecosystem and is designed to provide women with a dedicated, lifestyle-focused digital health experience. Upon sign-up, Oohvie users create a HealthLynked account, enabling integration of their activity within the broader HealthLynked platform.

Oohvie provides tools that allow women to track menstrual cycles and related health information in a single, women-specific application. These features are intended to support lifestyle management and personal health planning, including assisting users in understanding cycle patterns for purposes such as pregnancy planning or pregnancy prevention based on individual preferences. The application also offers appointment scheduling capabilities (including telemedicine visits), real-time health forums, and discounted direct-to-consumer purchases of feminine hygiene products.

Users may set reminders related to cycle tracking, birth control, or hormone treatments and may consult live nursing staff for general guidance. Oohvie paid subscribers may also gain access to additional HealthLynked features, further expanding their healthcare resources within the HealthLynked ecosystem.

WeStrategic ~~anticipate~~Partnerships ~~that our system will also provide for 24-hour access to medical specialist healthcare providers who can answer medical questions~~ and ~~direct appropriate care to paying members. In addition to 24~~Value-~~hour~~Based ~~access, patients may also schedule telemedicine consultations at set times with participating~~Care healthcare providers who have expertise in various specialized areas of medicine. Participating physicians can elect to allow patients to request online appointments either via our real-time app or by setting, in their administrator dashboard panel, times and days of the week that patients may request appointments. Appointment requests are then sent by our system to an email address specified by the physician’s office, requesting a follow up to confirm these appointment requests or automatically accept the appointment request.Initiatives

~~HealthLynked~~In ~~has~~December ~~created~~2025, ~~880~~we entered into a strategic advisory and operational consulting agreement with Palm Beach Accountable Care Organization (“PBACO”),~~000~~ an ~~physician~~established ~~base~~accountable ~~profiles~~care ~~for~~organization ~~most~~participating ~~physicians~~in value-based care initiatives. Under the agreement, PBACO will provide strategic and operational support to HealthLynked in connection with payer-integration initiatives, including the ~~United~~development, ~~States~~structuring, ~~which~~and implementation ~~are~~of ~~searchable~~proposed onpilot ~~the~~programs ~~Internet~~with health insurers. ~~Physicians~~PBACO’s ~~can~~scope ~~claim~~includes ~~their~~advisory ~~profiles~~support related to value-based contracting ~~confirming~~strategy, ~~the~~payer ~~accuracy~~engagement, ofprovider ~~the~~workflow ~~information~~integration, ~~free~~and ofcare ~~charge~~coordination design utilizing HealthLynked’s platform and technology-enabled tools.

~~There~~The ~~are~~PBACO ~~three~~agreement ~~types~~does ~~of providers~~not inguarantee the ~~HealthLynked~~execution ~~Network: in-network, out~~ of ~~network~~any ~~and~~specific ~~participating~~payer ~~providers.~~contracts ~~All~~or ~~physicians~~revenue-generating ~~can~~arrangements, ~~claim their profile~~ and ~~update basic~~there ~~information~~can ~~online~~be ~~and~~no ~~add~~assurance ~~videos and images of their profile. Once a provider has claimed their profile they are considered in-network. Providers~~ that ~~opt to pay a monthly fee for access to the full range of HealthLynked Network services, which include online scheduling,~~proposed ~~marketing~~pilots ~~services~~or ~~and~~payer ~~analytics~~relationships ~~about~~will ~~their~~be ~~practice~~successfully ~~performance~~implemented ~~are~~or ~~considered~~will ~~“Participating~~generate ~~Providers~~material revenues.”

~~HealthLynked~~Health ~~provider~~Services profiles enable Participating Providers to market directly to patients through our PAH and online marketing services to recruit new patients and reengage with former patients. Physician practices generate more income the more patients they treat, so maximizing efficiency and patient turnover is critical to increasing total revenues and profitability. As such, we believe that our system will enable physicians to reduce the amount of time required to process patient intake forms, as patients will no longer be required to spend ten to thirty minutes filling out forms at each visit, and the practices’ staff will not need to input this information multiple times into their electronic medical records systems. Patients complete their online profiles once, and thereafter, they and their physicians are able to update their profiles as needed. Physicians participating in the HealthLynked Network are required to update the patient records within 24 hours of seeing the patient. The information is organized in an easy-to-read format to enable a physician to review the necessary information quickly during, and prior to, patient visits, which in turn facilitates a more comprehensive and effective patient encounter. Division

~~Patient~~Our ~~data is stored in conformity with the~~ Health ~~Insurance~~Services ~~Portability and Accountability Act of 1996, the Health Information Technology~~division ~~for~~represents ~~Economic and Clinical Health Act, and~~ the ~~regulations~~patient-facing ~~promulgated~~component ~~under each by the U.S. Department~~ of ~~Health~~our ~~and~~operations ~~Human Services, Office of Civil Rights (collectively, “HIPAA”). The network utilizes Amazon AWS infrastructure which uses Amazon HIPPA compliant servers along with Amazon RDS with LAMP, HTML5~~ and ~~several~~has ~~JavaScript~~historically ~~frameworks,~~served ~~including~~both ~~Angular~~as ~~and React. Recommendations for end users are~~ a ~~512~~source ~~kbps+~~of ~~internet~~revenue ~~connection speed~~ and ~~a web browser such~~ as ~~Google~~a ~~Chrome,~~practical ~~Microsoft Edge, Mozilla Firefox, Safari~~environment ~~or handheld devices such as iOS devices, android phones or tablets. Our developers utilize third party controls~~ for ~~functionality~~evaluating and ~~user~~ ~~interface~~refining ~~where~~ the ~~use~~HealthLynked oftechnology ~~those~~platform. ~~controls~~By ~~adds~~integrating ~~value~~select toclinical ~~the~~operations ~~system~~with ~~beyond~~our ~~custom~~digital ~~creation of new~~ tools., ~~We intend to adjust forward~~we ~~compatibility~~have ~~for~~obtained ~~major~~real-world ~~browser~~feedback ~~version~~from ~~updates,~~patients ~~new browsers, operating system updates or new operating system as needed. The HealthLynked Network is EMR agnostic,~~ and isproviders ~~compatible~~to ~~with~~inform ~~all~~product ~~electronic~~development ~~medical records systems, allowing for minimal barriers to participation~~ and ~~broader~~platform ~~penetration of the market~~enhancements.

~~The~~Historically, ~~HealthLynked~~this ~~Network~~division included the operations of (i) NCFM, a functional medicine practice focused on individualized and integrative healthcare services; (ii) CCN, a primary care practice offering a broad range of medical services; and (iii) AEU, a practice providing minimally invasive and non-invasive cosmetic ~~How~~services. ItDuring ~~Works~~2024, we replaced our former NWC OB/GYN practice with CCN and relocated the AEU practice to the CCN office location. In May 2025, we consolidated the NCFM, AEU, and CCN practices into the former NWC office. In October 2025, we sold our BTG physical therapy practice in Bonita Springs, Florida, which we had operated since 2019.

~~Our~~As ~~system~~our ~~walks~~technology ~~patients~~platform ~~through~~has amatured, ~~series~~we ofhave ~~easy-to-use~~reduced ~~pages~~the ~~with~~scope ~~point~~of ~~and~~our ~~click~~direct ~~selections~~clinical operations and ~~drop~~exited non-~~down~~core ~~menus~~practices. ~~that~~We ~~allow~~currently ~~them~~operate toa ~~enter~~clinical service ~~their~~focused ~~past~~on ~~medical history,~~functional ~~past~~medicine ~~surgical~~and ~~history,~~expect ~~allergies,~~to ~~medications,~~divest ~~and~~our ~~family~~remaining ~~medical~~clinical ~~history.~~operations Inover ~~addition,~~the ~~members~~next ~~can~~12 ~~create~~months, ~~accounts~~subject ~~for~~to ~~children~~market ~~under~~conditions ~~the~~and ~~age~~customary ofregulatory 18 and ~~keep~~transactional ~~track~~considerations. ofManagement ~~required~~believes ~~visits~~this ~~and~~transition ~~vaccines.~~will ~~Members~~further ~~select~~reduce ~~physicians~~operational complexity, ~~schools~~regulatory exposure, ~~hospitals~~ and ~~other~~overhead, ~~parties~~while ~~to whom~~allowing ~~they~~the ~~wish~~Company to ~~grant~~focus ~~access~~its toresources ~~their~~on ~~records.~~expanding ~~This~~its ~~access~~technology-enabled ~~can be either ongoing, or restricted by time and date, in accordance with~~Digital ~~the~~Healthcare ~~patient’s control settings~~platform.

Accordingly, the Health Services division is not expected to be a primary driver of long-term growth, but rather to serve a transitional and supportive role within our broader business strategy as we complete the shift toward a predominantly technology-focused operating model.

Medical Distribution Division

Our Medical Distribution division centers on MedOfficeDirect LLC (“MOD”), which we acquired in October 2020. MOD operates as a virtual distributor of medical supplies, providing products directly to individual consumers and healthcare practices across the United States through an online marketplace.

MOD leverages Group Purchasing Organization (“GPO”) pricing and third-party fulfillment relationships to offer a broad selection of brand-name medical supply products across multiple categories. Products are shipped directly to consumers and medical practices following purchase, allowing the Company to operate without maintaining inventory. This asset-light fulfillment model is designed to reduce working capital requirements, limit inventory-related risk, and support scalable growth as order volumes increase.

Through its direct-to-consumer delivery model and online marketplace, accessible at www.medofficedirect.com, MOD provides a convenient and cost-effective channel for users to obtain essential medical supplies. Management believes that this offering complements the HealthLynked platform by delivering additional value to patients and healthcare providers while supporting an efficient, scalable distribution model aligned with the Company’s broader technology-focused strategy.

~~Physicians~~Our ~~are~~Mission: ~~required~~Transforming ~~to have~~Healthcare ~~a claimed active account in order to access patients’ online records and receive referrals for new patients. Once a patient~~Through ~~has granted their physician access to their medical charts~~Data, ~~office intake paperwork can be downloaded by the physician without the need for the patient to fill out lengthy and repetitive paperwork. Upon completion of the office visit~~AI, providers are required to upload the medical record into the online patients’ file within 24 hours via eFax, APIs with select EMRs (including AthenaNet) or through the HealthLynked Portal. Each patient’s account has a unique bar code that when faxed into our system is recognized for that patient, and archived in the patient’s chart, by date and provider. The HealthLynked Network is independent of any EMR system and physicians only require a fax machine or computer to participate, allowing for minimal barriers to participation and broader penetration of the market.Connectivity

InOur ~~addition~~mission is to ~~serving as~~improve ~~a complete medical record archive, we believe that~~ the ~~HealthLynked~~delivery ~~Network~~of ~~allows~~healthcare ~~for shorter wait times at doctors’ offices~~ by ~~giving~~ ~~doctors~~enabling ~~immediate~~the ~~access~~secure tomanagement ~~patients’~~and ~~complete~~exchange ~~medical~~of ~~information,~~health ~~insurance~~ information and ~~required~~by ~~treatment~~leveraging ~~consent forms.~~technology-enabled ~~Patients only need to verify their treating physician’s access to their files upon or prior to their next doctor’s~~tools ~~visit. Patients are also able~~ to ~~coordinate~~support ~~multiple physician visits and keep an updated and complete personal medical record archive. These files may also be shared among a~~ patient’s ~~different~~engagement, ~~specialty~~care ~~physicians~~navigation, ~~a function that we believe is especially helpful for patients who travel~~ and ~~may~~ongoing ~~need~~access to ~~access~~healthcare ~~their records or obtain physician referrals in multiple localities~~services. We ~~also~~seek ~~believe~~to ~~that the~~connect ~~HealthLynked Network is especially useful in medical emergencies when~~ patients, ~~are~~healthcare ~~unable~~providers, and tohealth ~~provide~~data through a ~~medical~~unified ~~history~~digital onplatform ~~their~~designed ~~own because our system allows patients the option~~ to ~~grant~~enhance ~~healthcare providers~~communication, inpreserve ~~advance~~data privacy, ~~special~~and ~~access~~support ininformed ~~emergency situations~~healthcare decision-making.

~~The~~A ~~HealthLynked~~central ~~Network~~objective ~~also provides~~of ~~an online scheduling function for patients to book appointments with participating providers. Healthcare provider profiles feature~~the ~~physicians’~~HealthLynked ~~biographies, office locations, hours and available appointment times. In addition, the~~ platform ~~will~~is ~~provide patients with a list of recommended health screenings tailored~~ to ~~each~~support ~~patient’s~~care ~~unique medical history and demographics. Recommended screenings could include~~management, ~~but~~continuity isof ~~not limited to~~care, ~~annual~~and ~~mammograms~~care ~~for~~navigation ~~women~~by ~~over~~helping ~~the~~patients ~~age~~remain ~~of 40~~informed, ~~colonoscopies every 10 years after the age of 50~~organized, ~~recommended~~and ~~pap~~engaged ~~smear~~with ~~screenings,~~their ~~routine~~healthcare ~~blood~~needs ~~tests,~~over ~~and prostate exams~~time. ~~This~~Through ~~base~~centralized ~~service~~medical ~~will be free for patients. However~~records, wedigital ~~plan to charge additional fees for real-time schedule booking~~reminders, ~~access to telemedicine service~~ and ~~access~~engagement totools, athe ~~24-hour nurse’s hotline,~~platform ~~and~~is wedesigned ~~plan~~ to ~~charge~~help ~~physicians~~patients ~~for~~stay ~~upgraded~~current ~~physician~~with ~~profiles,~~routine ~~use~~medical ofcare, ~~the~~preventive ~~PAH~~services, ~~direct~~and QRrecommended ~~code~~health ~~processing~~screenings, aas ~~QwikCheck system for patients~~advised ~~and~~by ~~SEO~~their ~~marketing~~healthcare providers.

The ~~QwikCheck~~HealthLynked ~~system~~platform also ~~allows~~provides ~~for~~tools ~~patients~~intended to ~~check in~~help topatients ~~the~~identify ~~practice~~and ~~through~~connect ~~their~~with ~~smartphone,~~healthcare ~~allowing~~providers ~~for~~based ~~social~~on ~~distancing~~factors such as geographic proximity, provider specialty, and ~~not~~insurance ~~having~~network participation. These features are designed to ~~come~~assist uppatients in locating appropriate care options while helping reduce barriers related to ~~the~~access, ~~front~~coordination, ~~desk~~and cost transparency. The ~~system~~platform ~~pings the~~does ~~patient~~not ~~when~~determine itmedical isnecessity or ~~their~~make ~~time~~provider toselection ~~see~~decisions ~~the~~on ~~physician~~behalf of patients.

~~Benefits~~At the core of our approach is the efficient and interoperable exchange of health information. The HealthLynked platform is designed to provide authorized users with timely access to relevant patient data across providers, facilities, and healthcare systems. By maintaining a centralized, cloud-based repository for ~~Multiple~~comprehensive ~~Constituencies~~patient health records, individuals are able to manage and control access to their medical information, while healthcare professionals are better equipped with consolidated data intended to support care coordination and clinical workflows.

WeTechnology-enabled ~~believe~~tools, including ~~that~~AI-assisted features within the HealthLynked Network, ~~provides~~are ~~numerous~~intended ~~benefits~~to ~~for~~support patients in organizing health information, navigating care pathways, and ~~their~~tracking ~~relatives~~healthcare activities such as appointments and screenings. These tools may assist with reminders, educational content, and care navigation, and are not intended to provide medical ~~providers~~diagnoses, ~~hospitals~~treatment recommendations, ~~emergency~~or ~~rooms~~replace ~~and~~the ~~schools~~judgment of licensed healthcare professionals.

~~Benefits~~Beyond direct patient engagement, we believe our unified health data ecosystem may serve as a foundation for ~~patients:~~healthcare research and analytics. With appropriate patient consent and in compliance with applicable privacy and data protection laws, HealthLynked may collaborate with pharmaceutical companies, academic institutions, and medical researchers to utilize aggregated and/or de-identified data to support research initiatives, population health analysis, and insights into healthcare utilization patterns.

●By ~~Base~~focusing ~~service~~on interoperability, security, ~~which~~and ~~includes~~patient-centered ~~all~~care ofmanagement, ~~the~~HealthLynked ~~below~~aims ~~benefits~~to ~~other~~support ~~than~~a ~~telemedicine~~more ~~and~~connected, ~~the nurse hotline~~efficient, ~~will~~and beresponsive ~~free~~healthcare ~~with~~ecosystem. Our ~~the~~objective ~~ability~~is to ~~upgrade~~enable toimproved acoordination ~~paid~~across ~~service~~healthcare ●stakeholders, ~~Easy~~encourage ~~online~~proactive ~~scheduling~~patient ofengagement ~~appointments~~in ●routine ~~Real-time~~and preventive ~~booking~~care, ~~for~~and ~~appointments~~build ~~available~~a ~~within~~scalable, 4technology-driven ~~hours~~platform ●aligned ~~Keep~~with ~~track of co~~long-~~pays~~term growth and ~~deductibles~~stockholder ~~on insurance plans~~value.

●The ~~More~~HealthLynked ~~accurate~~Network ~~and~~- ~~detailed~~How ~~personal~~it medical history ● Complete medication lists with dosing and warnings of potential drug interactions ● Ability to create accounts for children, and track recommended health screenings and vaccines ● When traveling, patients will have the ability to access their medical records online 24 hours a day, 7 days a week even in the case of an emergencyWorks

Through our Digital Healthcare Division, we operate a cloud-based Patient Information Network (“PIN”) and medical record archiving platform, together with related applications and services, collectively referred to as the HealthLynked Network. The HealthLynked Network is designed to support the secure exchange and organization of healthcare information between patients and healthcare providers, improve administrative efficiency for medical practices, and enhance patient engagement and access to care.

●The ~~Shortened~~HealthLynked ~~wait~~Network ~~times~~consists of ata ~~physicians’~~centralized ~~offices~~medical byrecords ~~reducing~~management ~~the~~system ~~need~~integrated towith ~~fill~~an ~~out~~ecosystem ~~redundant~~of ~~paperwork~~digital ●applications ~~Access~~and toservices aintended ~~referral~~to ~~network~~support coordinated ofcare ~~physicians~~and ~~across~~ongoing ~~the~~patient ~~United~~interaction ~~States~~across ~~who participate in~~ the ~~HealthLynked~~healthcare ~~Network~~continuum. ●These ~~Patients~~offerings ~~can~~include ~~access~~ARi, ~~family~~our ~~members’~~AI-assisted ~~records~~healthcare engagement inguide; ~~the~~a ~~event~~personalized ofConcierge ~~illness~~Service; oron-demand ~~accident~~telemedicine ●services; ~~Access~~a todiscount ~~telemedicine~~prescription ~~for~~drug ~~medical~~program; ~~consultations~~ and ~~appointments~~Oohvie, a ~~for fee paying members ● 24~~women-~~hour~~focused ~~nurse~~health ~~hotline available for fee paying members~~application.

~~Benefits~~By ~~for~~integrating ~~physicians~~patient-controlled health records with scheduling, communication, and engagement tools, the HealthLynked Network is designed to help patients manage their healthcare information, navigate available services, and interact more efficiently with providers: across multiple care settings.

●Medical ~~More~~Records accurate patient medical history including past medical records ● “EMR Agnostic” and compatible with all electronic medical records systems ● A detailed and accurate medications list from patients ● Shortened time for patients to complete necessary paperwork translating into improved efficiency, shorter wait times, greater patient satisfaction and higher revenues ● Online marketing profiles ● Comprehensive Marketing to active and inactive patients ● SEO and marketing options ● Co-pay and deductible information on patients’ insurance plans will be readily available ● Additional revenue stream from signing up new patients ● Online and real-time patient scheduling to control gaps in scheduling due to last minute cancelations by existing patients ● Low membership fees of $300 - $400 per month per provider during the first year ● The PAH is provided to physician offices for $60 per month to provide free Wi-Fi for their patients, provide for social distancing, and quick check-in application for their patients. Specific patient analytics are provided to physician members. There is now an option accessing QwikCheck application without the PAH.Management

~~Benefits~~The ~~for~~HealthLynked ~~hospitals~~Network is designed to centralize and ~~emergency~~organize ~~rooms:~~personal and family health information, enabling patients to manage their medical records and securely share information with healthcare providers and authorized third parties. The platform is intended to support care coordination, reduce administrative friction, and improve patient engagement across multiple healthcare settings.

●Patients ~~Information~~may onenter ~~patients~~and ~~who~~manage health ~~present~~information through an intuitive interface that ~~are~~includes ~~unconscious~~point-and-click orselections ~~unable~~and tostructured ~~provide~~data afields ~~complete~~for medical history, surgical ●history, ~~Information~~medications, onallergies, ~~traveling~~and ~~patients~~family ~~who~~health ~~present~~history. toMembers amay ~~hospital~~also increate anand ~~emergency~~manage ~~situation~~profiles ●for ~~Online~~dependents, ~~access~~including children tounder ~~patient~~the ~~information~~age 24of ~~hours a day~~18, 7and ~~days~~track ahealthcare-related ~~week~~activities ●such ~~“EMR~~as ~~Agnostic”~~recommended visits and ~~compatible~~vaccinations. ~~with~~Patients ~~all~~control ~~electronic~~access to ~~medical~~their records ~~systems~~by ●selecting Noproviders ~~new~~or ~~equipment~~other ~~required~~authorized parties and may grant access on an ongoing basis or restrict access by date and duration.

Healthcare providers who participate in the HealthLynked Network may access patient-authorized medical information electronically, reducing the need for repetitive intake forms and manual record requests. Providers may upload or transmit updated medical records following patient encounters through multiple methods, including electronic fax, API integrations with select EMR systems, or direct upload through the HealthLynked portal. Each patient profile is associated with a unique identifier that enables documents received by fax or electronic transmission to be automatically recognized, archived, and organized within the patient’s record.

The HealthLynked Network is designed to operate independently of any single EMR or practice management system and may be used with minimal technical requirements, such as a computer or fax machine. This EMR-agnostic approach is intended to lower barriers to adoption for providers, facilitate interoperability, and support continuity of care across diverse healthcare environments.

In addition to serving as a centralized medical record archive, the HealthLynked Network enables patients to verify provider access to their records in advance of appointments and to coordinate care among multiple healthcare providers, including specialists in different geographic locations. Patients may also pre-authorize access to certain medical information for use in emergency situations, allowing authorized healthcare professionals to retrieve critical details, such as medications, allergies, and pre-existing conditions, when patients are unable to provide such information themselves. These features are intended to support timely access to information and informed decision-making by healthcare professionals.

Mobile Check-In: Enhancing Efficiency and Patient Experience

HealthLynked offers a mobile check-in system designed to streamline the patient intake process by allowing patients to check in for appointments using their mobile device and a secure barcode-based workflow. Through this process, patients may update their health information, create or access a HealthLynked account, and submit copay payments electronically, reducing manual intake steps for both patients and healthcare staff.

The mobile check-in process is also designed to facilitate patient onboarding into the HealthLynked Network as part of routine office visits, reducing the need for healthcare practices to separately recruit or enroll patients onto the platform. This approach is intended to support scalable adoption of the HealthLynked ecosystem across participating practices and enterprise deployments.

~~Benefits~~In ~~for~~addition ~~schools:~~to supporting patient intake, the mobile check-in system generates operational data intended to provide healthcare practices with insights into patient flow, appointment timing, and front-office activity. For practices seeking enhanced functionality, the Patient Access Hub (“PAH”)—an optional extension of the HealthLynked platform—integrates a provider-specific wireless access point within the office environment. PAH is designed to support secure patient connectivity and to provide aggregated, non-clinical analytics related to practice operations, with the goal of supporting workflow efficiency and patient experience.

●ARi ~~Access~~AI byHealthcare authorized school officials including school physicians to students’ medical histories ● Linked access to students’ primary care physicians ● Access to vaccination records ● Allergy and medication tracking ● Emergency contact information of family membersGuide

~~Benefits~~ARi ~~for~~is ~~parents:~~an AI-enabled patient engagement and care navigation tool designed to support interaction with the HealthLynked Network and assist users in organizing health-related information and accessing healthcare services. ARi is integrated into the HealthLynked platform and is available to paid members through the HealthLynked mobile application.

●ARi ~~Complete~~leverages ~~children’s~~large ~~profiles~~language models ●(“LLMs”) ~~Access~~within ~~given~~a modular AI architecture and is designed to ~~schools~~be inmodel-agnostic. ~~case~~While the platform is capable of ~~medical~~integrating with ~~emergences~~multiple ●LLM ~~List~~providers, ofit ~~allergies~~currently ~~available~~utilizes models provided by OpenAI. ARi is designed to ~~those~~incorporate ~~granted~~patient-provided ~~access~~information from ●a ~~Vaccine~~user’s ~~records~~HealthLynked ~~available~~profile to ~~those~~deliver ~~granted~~contextual, ~~access~~personalized ●responses ~~Recommended~~intended ~~health~~to ~~screenings~~support ●healthcare ~~Journal~~engagement, ~~for~~care coordination, ~~health~~and ~~log~~navigation ~~and~~of ~~milestones~~available ~~through~~services. ~~news~~ARi ~~feeds~~is ~~and~~not ~~groups~~intended to provide medical diagnoses or replace professional medical judgment.

~~Applications~~Key capabilities of ARi include Voice-Driven Profile Creation, Personalized Engagement, Care Navigation Support, Scheduling Assistance, Health Tracking and ~~Product~~Reminders, and ~~Releases~~24/7 AI-Assisted Interaction.

~~During~~ARi ~~February~~is ~~2020,~~designed weto ~~released~~operate ~~our~~as ~~COVID-19~~an ~~tracker~~integrated ~~application~~component ~~for~~of ~~IOS~~the ~~mobile~~HealthLynked ~~devices.~~ecosystem, Wesupporting ~~released~~patient ~~our~~engagement, ~~Android~~administrative ~~version on March 5~~efficiency, ~~2020.~~and ~~The~~care ~~application allows users~~coordination. toWhile ~~report~~artificial ~~how~~intelligence ~~they~~technologies ~~are~~continue ~~feeling~~to ~~and if they are having any symptoms consistent with COVID-19 infection. In addition~~evolve, ~~the~~management ~~application~~believes ~~includes a~~ARi ~~detailed~~enhances ~~global map tracking~~ the ~~virus,~~HealthLynked ~~the~~platform ~~latest~~by ~~twitter~~improving accessibility ~~feeds,~~ and ausability ~~real-time~~of ~~chat~~healthcare ~~for users to engage with people from around the world to share information~~services. ~~The~~However, ~~application~~there ~~had~~can ~~over~~be 6no ~~million~~assurance ~~downloads~~that inARi awill ~~ten-week~~achieve ~~period~~widespread ~~after~~adoption ~~launch~~or ~~and was the number one tracking~~deliver ~~application~~expected ~~in the Apple Medical Store for the month of March 2020~~benefits.

~~During~~Concierge October 2020 we launched Oohvie, a new iOS application focused on women’s healthcare. Oohvie offers unique features over competitive menstrual tracking apps, including the ability to connect with a user’s healthcare providers and share menstrual cycle data. This important information allows gynecologists to better evaluate patients for the causes of hormonal irregularities, infertility, pelvic pain, endometriosis and many other medical conditions and provides data that could help identify gynecological problems such as fibroids, polyps, or cervical or uterine cancer. Oohvie users also have access to a health forum designed specifically for women, covering topics such as contraception, menopause, hormones, pregnancy, sexual health, and pelvic infections. Oohvie offers a real time chat feature where users can discuss their experiences with birth control pills, menstrual symptoms, and other issues in private. In addition, users can purchase name brand feminine hygiene products that are shipped directly to their home at significantly discounted prices. Users can also use the app to schedule reminders for taking birth control pills or hormones.Service

~~During~~The ~~February~~HealthLynked ~~2021,~~Network ~~we released~~offers ~~CareLynk,~~a anpremium ~~innovative~~Concierge ~~AI-enabled~~Service ~~healthcare~~designed ~~directory allowing users~~ to ~~call~~support ~~one~~patient ~~number~~engagement and ~~connect to any doctor across the U.S. CareLynk utilizes natural language processing (NLP) and voice-to-text technology to understand what~~ healthcare ~~provider~~navigation through a ~~caller~~combination ~~is looking for. The system includes doctors from over 88 different medical specialties. Providers can be located by last name, zip code and specialty. Results are filtered in order~~ of ~~relevance~~digital ~~allowing the user to quickly and efficiently locate the provider they are searching for~~tools, ~~hands-free.~~artificial ~~CareLynk was first released in Florida~~intelligence, ~~connecting~~and ~~patients~~human ~~to over 33,000 doctors throughout the state~~support. ~~CareLynk,~~Concierge ~~which~~Service is ~~capable~~available ~~of connecting~~ to ~~over~~paid ~~300,000~~members ~~doctors~~for ~~across~~a ~~all~~recurring 50subscription ~~states, is expected to be expanded to include the rest of the United States in 2022~~fee.

~~During~~Through ~~September 2021, we released QwikCheck, a streamlined process for practices to institute remote patient check-in without~~ the ~~need~~Concierge ~~for any additional hardware.~~Service, ~~The~~members ~~QwikCheck~~may ~~system~~receive ~~uses~~personalized ~~dynamic~~assistance ~~linking,~~from ~~which~~HealthLynked ~~allows~~representatives ~~a single QR code tied~~ to asupport ~~practice~~medical ~~that~~onboarding, ~~works~~appointment ~~seamlessly~~scheduling, ~~with both Android~~ and ~~iOS~~medical ~~platforms~~record organization. ~~Patients~~Concierge ~~can~~staff ~~check~~may inassist ~~for~~members ~~their~~in ~~doctor’s~~scheduling ~~appointment~~appointments ~~using~~with ~~their~~healthcare ~~mobile~~providers ~~devices~~across ~~regardless~~the ~~of their smart phone’s~~United ~~operating system~~States, ~~age,~~including orproviders ~~model.~~who ~~QwikCheck~~may ~~allows~~be ~~patients~~outside toa ~~maintain~~member’s ~~social~~insurance ~~distance~~network, ~~from~~and ~~the~~in ~~office~~requesting ~~staff~~ and ~~other~~organizing ~~patients~~medical ~~while~~records from ~~waiting~~third-party ~~for~~sources ~~their~~such ~~appointment.~~as ~~Patient~~laboratories ~~intake~~and ~~information~~healthcare isproviders ~~provided~~ to ~~the~~establish ~~practice via the application~~ and ~~eliminates~~maintain ~~front~~a ~~office exposure,~~comprehensive ~~time~~HealthLynked ~~and redundant paperwork~~profile. ~~QwikCheck also provides all the back-end analytics for practices to manage their patient flow and optimize their provider’s schedules.~~

The Concierge Service also provides access to nursing professionals for general health-related guidance and care coordination support. Concierge interactions are intended to assist members in navigating healthcare services and organizing information and are not intended to replace professional medical advice or clinical decision-making.

Telemedicine Services

HealthLynked expanded its telemedicine services in 2024 from limited regional coverage to 24/7 nationwide availability. Through the HealthLynked platform, patients may request virtual consultations with licensed healthcare providers for non-emergency medical needs, supporting access to remote care options across the United States.

Telemedicine services are delivered by licensed third-party healthcare providers and are integrated with the HealthLynked platform to allow patients to securely access relevant health information during consultations. For HealthLynked Network members, telemedicine visits are available at discounted rates, with pricing currently starting at $50 per visit. Non-members may access telemedicine services at standard rates.

Telemedicine services are intended to provide convenient access to healthcare consultations and do not replace the need for in-person care when clinically appropriate.

Discount Prescription Drug Program

In 2024, HealthLynked introduced a discount prescription drug program designed to help reduce out-of-pocket medication costs for users of the HealthLynked platform. The program provides access to prescription savings vouchers that may be used at participating pharmacies, subject to applicable terms and conditions.

The discount prescription drug program is available to HealthLynked users and is intended to improve affordability and access to commonly prescribed medications. By integrating prescription savings tools into the HealthLynked ecosystem, the program is designed to enhance the overall value proposition for members and support ongoing engagement with healthcare services.

Oohvie

In 2020, we launched Oohvie, a mobile application focused on supporting women’s healthcare engagement. Oohvie is integrated with the HealthLynked platform, and users create or link a HealthLynked account as part of the Oohvie onboarding process. Through this integration, users may schedule in-person appointments and telemedicine visits directly from the Oohvie application.

Oohvie is designed to provide women with digital tools to track and manage aspects of their health, including menstrual cycle tracking to support personal lifestyle planning, reproductive health awareness, and family planning goals. The application is intended to assist users in organizing health-related information and engaging with healthcare services, rather than to diagnose or treat medical conditions.

Oohvie users have access to the following features:

●

A women-focused health forum that enables peer discussion in a moderated environment;

●

The ability to schedule virtual telemedicine consultations with healthcare providers without leaving the application;

●

A real-time chat feature that allows users to discuss general health topics, including menstrual health and birth control experiences, in a private setting;

●

Access to direct-to-consumer purchases of brand-name feminine hygiene products shipped directly to the user’s home at discounted prices;

●

Tools to schedule reminders related to birth control or hormone therapy adherence; and

●

Access to live nursing support for general health questions and assistance with product ordering, as available.

Management believes that Oohvie complements the HealthLynked ecosystem by supporting engagement with women’s health services and providing an additional entry point into the broader HealthLynked Network.

Business Model

~~Our~~HealthLynked operates a dual-sided marketplace business model isthat ~~focused on~~includes ~~market~~both ~~penetration~~patients (B2C) and ~~recruiting~~healthcare ~~physicians~~providers (B2B), each offered through a freemium structure with optional paid upgrades that provide enhanced functionality and ~~patients~~services. toWhile ~~use~~revenue ~~our~~is ~~system~~currently ~~for~~generated ~~archiving~~through patient ~~medical~~subscription fees, ~~records~~telemedicine services, ~~comprehensive~~and ~~marketing to~~provider ~~active~~onboarding and ~~inactive~~booking ~~patients~~fees, ~~connecting~~management onexpects athat ~~regular~~the ~~basis~~Company’s ~~utilizing~~primary ~~news~~long-term ~~feeds~~revenue opportunity will be driven by enterprise licensing arrangements with insurance carriers and ~~groups~~brokers, ~~accessing~~as ~~new~~well ~~patients,~~as employers and ~~for~~other healthcare organizations. These enterprise arrangements are intended to provide HealthLynked’s services to covered members on a per-~~line “real~~member-~~time”~~per-month basis, ~~scheduling~~with ~~physician~~patient ~~appointments~~and provider fees generally waived for participants within licensed insurance networks. We expect strategic partnerships with insurers, employers, and research organizations to represent the primary source of scalable revenue as the platform is deployed across larger covered populations.

We charge physicians a subscription fee between $60 and $300 per month to participate in the network, depending on the level of access and functionality. Participating physicians upload their patient files into a secure patient portal to market to their active and inactive patients. The physicians initially send to all of their patients an email inviting their patients to claim their HLYK profiles free of charge, update their profiles and bring their profiles with them to their next visit to the physician’s office.Patients

WePatients ~~also~~may ~~anticipate~~download ~~charging~~the ~~certain~~HealthLynked ~~healthcare~~mobile ~~facilities~~application ~~either~~and create an ~~annual~~account orat ~~monthly~~no ~~fee~~cost. ~~that~~Free ~~will~~users ~~vary~~are ~~per~~provided ~~facility~~access ~~based~~to ~~upon~~core ~~number~~platform offunctionality, ~~professionals~~including basic ~~per~~medical ~~facility. Currently~~record storage, itself-managed isprofiles, ~~anticipated~~limited ~~that~~appointment ~~hospitals~~scheduling with in-network providers, standard-rate telemedicine visits, and ~~emergency~~basic ~~rooms~~digital ~~would~~support befeatures. ~~charged~~This afreemium ~~higher~~model ~~fee~~is ~~for~~designed ~~our~~to ~~services~~lower ~~once~~barriers ~~our~~to ~~patient~~entry and ~~physician network~~encourage ~~has~~broad ~~been~~adoption ~~expanded~~of the HealthLynked platform.

~~The~~Patients ~~base~~may ~~services~~elect ofto ~~our network~~upgrade ~~are~~to ~~free~~a ~~for~~paid ~~patients~~Concierge membership, ~~and~~which ~~they~~is ~~may~~currently ~~also~~priced ~~upgrade~~at ~~their~~$12 ~~service~~per ~~should~~month ~~they~~or ~~wish~~$120 toper ~~receive~~year ~~telemedicine~~if ~~services,~~prepaid. ~~access~~Concierge tomembership ~~a 24-hour~~provides ~~nurse~~enhanced ~~hotline,~~functionality and ~~access~~services, ~~to savings programs through partnerships that HLYK offers.~~including:

~~Pursuant~~● toIncreased ~~our~~medical ~~business~~record ~~strategy, we~~storage began deployment of the HealthLynked Network by registering NWC’s approximately 6,000 active patients and 6,500 inactive patients. We then added patients from the healthcare providers serviced by CHM and AHP following our acquisition of CHM in May 2020. While we have generated minimal revenues from physician fees related to such deployment through 2021, we believe that establishing the patient database will be a valuable marketing tool for telesales, product sales and other marketing opportunities to physician practices.capacity;

~~HealthLynked~~● ~~has~~Family ~~launched other~~connectivity, ~~applications~~allowing ~~that~~members ~~provide~~to ~~valuable~~manage ~~user~~multiple ~~patient~~dependent ~~services~~profiles ~~while~~rather ~~also~~than ~~growing the number of patients in the HealthLynked Network. We launched women’s health application Oohvie, with~~ a ~~new~~single ~~subscription~~user ~~plan at $9.95 per month and new features. The original free launch had over 30,000 downloads free of charge. We also launched our automated phone routing system, CareLynk, during 2021.~~account;

~~During~~● ~~January~~Discounted ~~2022~~telemedicine visits, wecurrently ~~updated our~~priced ~~COVID~~at 19approximately ~~tracker~~$50 ~~application~~per tovisit, ~~include~~compared ~~Omicron~~to ~~variant~~approximately ~~cases.~~$70 ~~The~~per ~~original~~visit ~~tracker~~for ~~launched in March 2020 had over 4 million downloads in the first 45 days and was the number one tracking app in the Apple medical store.~~non-members;

~~These~~● ~~applications~~Access ~~and~~to ~~others are~~Concierge ~~for~~support ~~the~~services, ~~purpose~~including ofthe ~~providing~~ability ~~specific services~~ to ~~our~~interact ~~patients~~with ~~and~~licensed ~~physicians~~nursing ~~and~~staff tofor ~~help~~general ~~grow~~care ~~the~~navigation ~~number~~and ofassistance; ~~users in the HealthLynked Network.~~and

●

Appointment booking assistance with healthcare providers nationwide, including providers that may be outside of the HealthLynked in-network directory.

This subscription-based model is intended to provide predictable recurring revenue while enhancing patient engagement, retention, and platform utilization.

Medical Practices/ Providers

HealthLynked maintains base directory profiles for approximately 880,000 healthcare providers across the United States, enabling patients to search for and discover providers by location, specialty, and other criteria. Providers may participate in the HealthLynked platform through a freemium model with optional paid upgrades.

Providers that do not enroll as in-network participants are listed in the directory with a basic profile and may be discovered by patients, including non-member patients. Providers who elect to become in-network participants gain access to additional functionality by paying a one-time setup fee of $450 and agreeing to allow patients to request appointments through the HealthLynked platform.

In-network provider benefits include:

●

The ability to update appointment availability and manage scheduling requests online;

●

Visibility as an in-network provider within the HealthLynked directory;

●

The ability to accept appointment requests from both HealthLynked members and non-member patients; and

●

Optional integration with HealthLynked’s digital intake and mobile check-in tools.

HealthLynked charges in-network providers a booking fee of $15 per completed appointment scheduled through the platform. Providers do not incur recurring subscription fees and only pay booking fees when appointments are successfully scheduled, aligning provider costs with realized patient volume.

By digitizing scheduling and intake workflows, HealthLynked seeks to help participating practices reduce administrative overhead and support compliance with patient access requirements under the 21st Century Cures Act. Patients benefit from the ability to update health information in advance of visits, enabling providers to review more complete medical histories and support continuity of care.

Strategic Partnerships

Beyond individual patients and providers, HealthLynked’s business model is designed to scale through strategic partnerships with insurance companies, insurance brokers, large employers, pharmaceutical companies, and medical research organizations. Management believes these enterprise relationships, if implemented, represent a significant long-term opportunity to expand deployment of the HealthLynked platform ande a potential primary driver of future revenue growth.

Through these partnerships, HealthLynked may integrate its care management technology, digital engagement tools, and AI-enabled guidance features to support personalized care navigation, patient engagement, and coordination across healthcare services. Insurance carriers and employers may utilize the HealthLynked platform to provide members or employees with access to digital healthcare services, provider discovery tools, and care management functionality intended to support more efficient healthcare utilization.

Under the Company’s insurance and employer partnership model, HealthLynked would license access to its platform and related services on a per-employee-per-month (“PEPM”) or similar basis. Pricing discussions to date have contemplated fees of approximately $2 per covered member per month, under which HealthLynked’s services would be made available to insured members as part of their health plan benefits. Members covered under such arrangements would generally not be required to pay individual subscription fees, and participating providers and patients would access HealthLynked’s services through the licensed insurance network.

HealthLynked’s platform is designed to support large-scale deployment across insured populations, and management is currently in discussions regarding potential rollouts to organizations that may collectively represent millions of covered members nationwide. These discussions are at various stages, and there can be no assurance that they will result in executed agreements or large-scale deployments.

Pharmaceutical companies and medical research organizations may also partner with HealthLynked to leverage aggregated and/or de-identified data, subject to patient consent and applicable privacy laws, to support research initiatives, analyze treatment patterns, and conduct targeted outreach programs.

Strategic partnerships may take the form of licensing agreements, PEPM or PMPM contracts, or co-branded integrations. Along with patient subscription fees and provider booking fees, these enterprise relationships are intended to represent an additional revenue pillar that supports platform adoption and engagement across multiple healthcare touchpoints. While the Company actively pursues enterprise and payer-related opportunities, including value-based care initiatives, we do not currently have material revenue-producing contracts with national insurers, and there can be no assurance that any such arrangements will be executed or will generate material revenues.

Sales Strategy

~~Starting~~HealthLynked’s ~~in 2019, we deployed~~sales ~~our~~strategy ~~PAH,~~is ~~providing~~designed ~~free Wi-Fi~~ to ~~practice~~support ~~patients~~scalable atgrowth noacross ~~cost~~multiple tochannels, ~~our~~with ~~in-network~~an ~~physicians.~~emphasis ~~Physician~~on ~~members~~enterprise ~~receive~~deployment ~~patient~~through ~~analytics~~insurance ~~from the PAH. In 2021 we developed software where we can offer the same services the PAH offered using QR codes~~carriers, ~~without~~while ~~the~~continuing ~~PAH~~to ~~hardware requirement.~~expand ~~Our marketing efforts towards physicians emphasize how our systems can provide~~ patient ~~analytics,~~and ~~increase~~provider ~~practice~~participation ~~revenues, improve~~on ~~office efficiencies, and improve~~ the ~~accuracy of recorded patients’ medical histories~~platform. ~~Once~~Management abelieves ~~physician~~this ~~becomes~~multi-channel ~~a HealthLynked~~approach ~~Network~~supports ~~member,~~broad ~~they~~adoption ~~upload~~of ~~all their patient files in a secured portal in~~ the ~~cloud, and email their patients to claim their profiles, update it and bring their profiles in for their next office visit. As mentioned above, access to the~~ HealthLynked Network iswhile ~~free~~diversifying ~~for patients.~~revenue ~~The physicians then offer the services to their active and inactive patients~~sources.

48Insurance Carriers and Brokers (Primary Growth Driver)

WeThe ~~also~~primary ~~utilize~~focus ~~internet-based search~~of ~~engine marketing an optimization (SEM/SEO) to increase our presence in certain targeted geographical areas. These campaigns are~~HealthLynked’s ~~focused~~growth onstrategy ~~both~~is ~~physicians and patients. We believe that~~ direct tocontracting ~~consumer~~with ~~marketing~~insurance ~~through~~carriers ~~email~~and ~~campaigns~~insurance isbrokers ~~an effective way~~ to ~~build interest~~license ~~and~~the ~~drive~~HealthLynked ~~patient~~platform and ~~physician~~related ~~demand~~services on ~~for~~a ~~our~~per-member-per-month ~~services~~basis. WeThese ~~anticipate~~enterprise ~~that~~relationships weare ~~will~~intended ~~be able~~ to ~~foster~~enable ~~faster~~large-scale ~~market~~deployment ~~penetration~~of HealthLynked’s ~~and~~care ~~increase~~management, ~~demand~~provider ~~for~~discovery, ~~our~~and ~~services~~digital byengagement ~~marketing~~tools toacross ~~both~~insured ~~consumers and physicians~~populations.

~~Our~~Sales ~~campaigns~~efforts ~~direct~~in ~~patients~~this channel toare ~~look~~directed ~~for~~toward ~~physicians~~demonstrating in the ~~HealthLynked~~platform’s ~~Network~~ability to ~~ensure~~support ~~that~~personalized ~~they~~care ~~maintain~~management, ~~the~~improve ~~accuracy~~member ~~and~~engagement, ~~completeness of their medical records.~~assist ~~Our~~with ~~system~~provider ~~further~~navigation, ~~allows~~and ~~patients~~encourage adherence to ~~search~~routine ~~for “in-network” physician providers~~ and ~~schedule~~preventive ~~online “real-time” appointments via our system~~care. WeManagement ~~believe~~believes that ~~physicians~~by inoffering ~~the~~a ~~HealthLynked~~direct-to-consumer digital ~~Network~~experience ~~will~~layered ~~see~~on antop ~~increase~~of inexisting ~~new~~insurance ~~patients~~benefits, asinsurance apartners ~~result~~can ~~of their~~provide ~~participation~~more ~~and~~efficient ascare ~~more~~coordination ~~patients~~to ~~claim~~ their members. ~~profiles~~Under ~~from~~these ~~the use of the PAH~~arrangements, ~~our~~patients ~~new~~and ~~software~~participating ~~option,~~providers ~~and~~generally ~~our~~would ~~digital~~not ~~marketing campaigns,~~be ~~the~~required ~~value~~ to ~~physicians~~pay ofindividual ~~joining~~subscription or ~~our~~booking ~~network will increase from not only existing patient marketing~~fees, ~~but~~as ~~also~~services ~~for~~are ~~acquisition of~~provided ~~new~~through ~~patients registered in~~ the ~~HealthLynked~~licensed ~~Network~~insurance network.

Our new applications, Oohvie, COVID 19 tracker, CareLynk and DocLynk were all launched with the purpose of growing the HealthLynked Network and generating incremental revenue for the business. These services are being marketed by our direct sales team to large health systems, hospitals, universities and other potential clients and partners.Patients

WeIn ~~also~~parallel ~~believe~~with ~~that affiliated~~enterprise ~~marketing~~efforts, ~~campaigns~~HealthLynked ~~will~~continues beto ~~very~~grow ~~helpful~~its inpatient ~~attracting~~user ~~new~~base ~~users~~through ~~and~~a ~~increasing~~freemium ~~market~~consumer ~~awareness~~model. WePatients ~~intend~~may toaccess ~~partner~~core ~~with pharmaceutical~~functionality ~~companies~~at no cost, ~~medical~~while ~~distributors~~paid Concierge memberships provide enhanced services and features. Patient acquisition is supported through digital marketing initiatives, ~~insurance~~including ~~companies~~targeted online advertising, ~~medical~~search ~~societies~~engine optimization, ~~large~~mobile ~~healthcare~~app ~~systems~~distribution, and ~~others~~ direct-to-consumer communications ~~cross~~that ~~market~~emphasize ~~our~~convenience, ~~products~~affordability, and access to healthcare services.

Revenue from this channel is generated through monthly or annual Concierge membership fees, telemedicine services, and other value-added offerings. Management believes this direct-to-consumer approach supports recurring revenue, increases platform engagement, and complements enterprise deployments by establishing brand awareness and product familiarity.

Healthcare Providers

On the provider side, HealthLynked’s sales strategy focuses on onboarding healthcare professionals to the platform through a freemium directory model with optional paid upgrades. Providers may be listed in the HealthLynked directory at no cost, while those electing to become in-network participants gain access to enhanced scheduling and visibility features.

In-network providers pay a one-time setup fee and a per-booking fee for appointments scheduled through the platform. Sales and outreach efforts emphasize reduced administrative burden, improved patient intake efficiency, and enhanced visibility to patients searching for care. The mobile check-in and digital intake tools are designed to streamline workflows and reduce front-office overhead, supporting provider adoption without requiring long-term subscription commitments.

Other Strategic Partnerships

HealthLynked also pursues strategic partnerships with pharmaceutical companies, medical distributors, healthcare organizations, and research institutions to deliver additional value to patients and members of the HealthLynked Network. These partnerships may include affiliate arrangements, co-branded offerings, data-driven research collaborations using aggregated and de-identified data (subject to consent and applicable laws), and complementary services designed to enhance the patient experience.

Management believes these partnerships can expand awareness of the HealthLynked platform, increase member engagement, and create incremental revenue opportunities that further strengthen the ecosystem.

Integrated Growth Approach

By prioritizing enterprise insurance relationships while maintaining complementary patient and provider growth channels, HealthLynked seeks to build a scalable, diversified sales pipeline. This integrated approach is intended to support long-term growth, increase platform adoption across multiple healthcare stakeholders, and advance the Company’s objective of improving care coordination and access through technology-enabled solutions.

Information Security

We store patient data in conformity with the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated under each by the U.S. Department of Health and Human Services, Office of Civil Rights (collectively, “HIPAA”). The network utilizes Amazon AWS infrastructure which uses Amazon HIPPA compliant servers along with Amazon RDS with LAMP, HTML5 and several JavaScript frameworks, including Angular and React. Recommendations for end users are a 512 kbps+ internet connection speed and a web browser such as Google Chrome, Microsoft Edge, Mozilla Firefox, Safari or handheld devices such as iOS devices, android phones or tablets. Our developers utilize third party controls for functionality and user interface where the use of those controls adds value to the system beyond custom creation of new tools. We intend to adjust forward compatibility for major browser version updates, new browsers, operating system updates or new operating system as needed. The HealthLynked Network is EMR agnostic, and is compatible with all electronic medical records systems, allowing for minimal barriers to participation and broader penetration of the market.

Intellectual Property

WeHealthLynked’s ~~have~~intellectual property ~~registered~~strategy ~~“HealthLynked” and~~is ~~our~~focused ~~corporate~~on ~~logo~~protecting askey acomponents ~~service~~of ~~mark~~its ~~with~~digital ~~the~~healthcare ~~United~~platform, ~~States~~including ~~Patent~~patient ~~and~~access, ~~Trademark~~care ~~Office~~management, data ~~(the~~interoperability, ~~“USPTO”)~~and AI-enabled engagement. WeOur ~~also~~intellectual ~~filed~~property ~~two patent~~portfolio ~~applications~~currently ~~for~~includes ~~the~~one ~~use~~issued ofU.S. ~~our~~patent ~~PAH~~and ~~with~~three pending ~~the~~patent ~~USPTO~~applications, ~~both~~as ofwell ~~which~~as ~~are~~registered ~~still~~service ~~pending~~marks.

Issued Patent

On March 7, 2023, the United States Patent and Trademark Office (“USPTO”) issued U.S. Patent No. 11,600,395B1, entitled “Secure patient access via healthcare service provider specific wireless access point.” This patent relates to the Company’s Patient Access Hub (“PAH”) technology and covers systems and methods for providing a healthcare service provider-specific wireless access point that facilitates secure communication among patients, healthcare providers, and third-party services. The patent expires in March 2030.

The patented system enables patient devices to connect to a provider-specific access point (such as within a medical office), detect the presence of a patient device, obtain identifying information, and transmit such information to a server. The server may create or update a patient profile associated with the device, incorporating information derived from patient interaction, provider input, or patient-submitted updates. This technology is designed to support secure data exchange, streamlined patient intake, and enhanced data organization within healthcare environments.

Pending Patent Applications

In addition to the issued PAH patent, HealthLynked has filed the following patent applications, each of which remains pending and subject to examination by the USPTO:

●

ARI (Augmented Real-time Interface) – In September 2024, we filed a non-provisional patent application covering our AI-enabled healthcare guidance platform. The application relates to systems and methods for AI-assisted patient engagement, care navigation, and interaction using patient-provided data to generate context-aware responses and workflow support.

●

Unique Patient Identifier System – We have filed a provisional patent application covering technology designed to assign and manage unique patient identifiers to facilitate secure record matching, interoperability, and efficient organization of patient data across healthcare providers and systems.

●

AI Agent for Patient Engagement and Appointment Booking – We have filed a provisional patent application covering AI-enabled agent technology designed to automate and assist with patient engagement activities, including outbound and inbound communications, appointment scheduling, care coordination tasks, and related workflow automation.

There can be no assurance that any pending patent applications will result in issued patents, or that any issued patents will provide commercially meaningful protection.

Trademarks

We have registered “HealthLynked” and our corporate logo as service marks with the USPTO. We may pursue additional trademark, patent, or other intellectual property protections as we continue to develop and expand our platform.

Research and Development

~~Our~~HealthLynked’s research and development efforts ~~consist~~are offocused on building, ~~developing~~enhancing, and ~~enhancing~~scaling the HealthLynked Network, ~~including~~and ~~comprehensive~~its ~~marketing~~associated toapplications ~~active~~ and ~~inactive~~services. ~~patients,~~Our ~~the~~development ~~real~~initiatives ~~time~~are ~~scheduling~~directed oftoward ~~appointments~~improving ~~through~~patient ~~our new mobile application~~engagement, ~~regular~~care ~~appointment scheduling~~management, ~~telemedicine appointment scheduling~~interoperability, ~~sharing of secured documents between physicians~~ and ~~patients,~~operational ~~and independent access via mobile, tablet and web browser. Further,~~efficiency ~~we are developing our systems to provide~~ for ~~secured~~healthcare ~~date storage~~providers, ~~drug~~while ~~interaction~~maintaining ~~alerts,~~compliance ~~and~~with ~~the~~applicable ~~barcoding~~privacy ~~of documents for retrieval~~ and ~~storage~~security requirements.

Key areas of research and development include the continued enhancement of our cloud-based platform and mobile applications to support real-time appointment scheduling, telemedicine services, secure document sharing between patients and healthcare providers, and access across mobile, tablet, and web-based devices. We are also developing and refining tools that enable patients to manage personal and family health records, coordinate care, and interact digitally with healthcare services.

A significant component of our development efforts is focused on AI-enabled functionality, including the advancement of ARI (Augmented Real-time Interface), our AI-assisted patient engagement and care navigation platform. Development activities in this area include improving natural language interaction, contextual use of patient-provided data, workflow automation, and AI-supported patient engagement features, including scheduling assistance and care coordination tools.

Additional development initiatives include expanding our secure data storage infrastructure, enhancing patient identity management and record matching capabilities, improving document ingestion and retrieval through barcoding and automation, and developing analytics and alerting features intended to support patient engagement and adherence to recommended care. We are also advancing the functionality of our Patient Access Hub technology to support digital patient intake, mobile check-in, and practice-level operational analytics.

Our research and development efforts are conducted with an emphasis on scalability, interoperability with third-party systems, and data security. We may continue to invest in internal development resources, third-party technology integrations, and intellectual property protection as we expand the HealthLynked Network and pursue additional enterprise and strategic partnership opportunities.

Professional and General Liability Coverage

We maintain directors’ and officers’, professional and general liability insurance policies with third-party insurers generally on a claims-made basis, subject to deductibles, policy aggregates, exclusions, and other restrictions, in accordance with standard industry practice. We believe that our insurance coverage is appropriate based upon our claims experience and the nature and risks of our business. However, no assurance can be given that any pending or future claim against us will not be successful or if successful, will not exceed the limits of available insurance coverage. Our business entails an inherent risk of claims of medical malpractice against our affiliated physicians and us. We contract and pay premiums for professional liability insurance that indemnifies us and our affiliated healthcare professionals generally on a claims-made basis for losses incurred related to medical malpractice litigation. Professional liability coverage is required in order for our physicians to maintain hospital privileges.

Employees

As of ~~June~~February 306, ~~2022~~2026, we had 56 11 employees, 7 of whom are full-time and 4 of whom are part-time. None of our employees are covered by a collective bargaining agreement. We consider our relationship with our employees to be ~~excellent~~good.

Competition

The markets for ~~our Digital~~HealthLynked’s ~~Healthcare~~digital healthcare products and services are highly competitive and ~~are~~ characterized by rapidly evolving technology, ~~and~~changing ~~product standards~~regulatory requirements, ~~as well~~and as frequent ~~introduction~~introductions of new products and services. ~~Most~~Many of our competitors are more established, ~~benefit from greater name recognition,~~ and have ~~substantially~~ significantly greater financial, technical, operational, and marketing resources ~~than we do. Our principal existing competitors include~~, ~~but are~~as ~~not~~well ~~limited~~as ~~to,~~broader ~~ZocDoc,~~brand ~~Inc.~~recognition, ~~AthenaHealth~~than ~~Inc., All-scripts Healthcare Solutions, Inc., Cerner Corporation, Epic Systems Corporation, Teledoc Health Inc., Veritone Inc., Oscar Health, Good RX and Doximity. In addition,~~ we expect that major software information systems companies, large information technology consulting service providers, start-up companies, managed care companies and others specializing in the health care industry may offer competitive products and servicesdo. ~~Amazon, Google, and Apple have also entered into the digital healthcare space, including in the area of patient health records.~~

WeDigital ~~believe that we differ from our competitors in that we are not a practice management software or an EMR provider. Companies like AthenaHealth Inc., Allscripts~~ Healthcare ~~Solutions, Inc., Cerner~~ and ~~Epic~~Patient Systems Corporation offer software solutions to operate and manage a medical practice. Functions of these systems include patient billing, monitoring patient account balances and payments, tracking of appointments and creating encounter visits and a medical record for each patient seen. HealthLynked works in conjunction with these practice management software systems and does not seek to replace them. Patients’ medical records created by these systems are uploaded to the patient’s profile in the HealthLynked Network. The HealthLynked Network can incorporate any physical or digital documents into a patient’s medical record history and thus allow it to be utilized across all healthcare platforms. HealthLynked provides an online appointment scheduling application that is similar to ZocDoc, Inc.’s offering, but in addition offers telemedicine appointments through our own patient interface. Engagement

~~The~~Within ~~advantage~~our ofDigital ~~having~~Healthcare division, we compete with a ~~healthcare~~ ~~network~~broad ~~independent~~range of ~~any~~companies ~~one~~offering ~~practice~~patient engagement, appointment scheduling, telemedicine, provider directories, health information management, orand ~~EMR~~digital ~~software~~care ~~allows~~navigation ~~the~~services. ~~HealthLynked~~Competitors ~~system~~include, tobut beare ~~fully~~not ~~utilized~~limited ~~across~~to, ZocDoc, Inc., Teladoc ~~the~~Health, ~~entire~~Inc., ~~medical~~Doximity, ~~community~~Inc., ~~Integration~~GoodRx ~~and~~Holdings, ~~participation~~Inc., byOscar ~~both~~Health, ~~patients~~Inc., ~~and~~Veritone, ~~healthcare~~Inc., ~~providers~~and inother adigital ~~unified~~health ~~platform~~platforms. ~~offers~~In ~~significant~~addition, ~~advantages~~large inhealthcare ~~the~~technology ~~quality~~vendors ~~and~~such ~~nature~~as ofAthenahealth, ~~healthcare~~Inc., ~~delivery~~Allscripts inHealthcare ~~the~~Solutions, ~~future~~Inc., ToCerner ~~our~~Corporation, ~~knowledge~~and aEpic ~~unified~~Systems Corporation ~~healthcare~~provide ~~network~~electronic ~~like~~medical ~~HealthLynked currently~~record ~~does~~(“EMR”) ~~not~~and ~~exist~~practice inmanagement solutions that overlap with certain functional aspects of the ~~market~~HealthLynked Network.

~~Competitors~~We inalso ~~our~~face ~~Patient~~competition from ~~Services~~large ~~division~~technology ~~include OB/GYN~~companies, ~~functional~~including ~~medicine~~Amazon, ~~physical therapy~~Google, and ~~cosmetic~~Apple, which have entered the digital healthcare space through patient health records, telehealth services, ~~practices~~wearable intechnology, ~~southwest~~and ~~Florida~~data-driven healthcare initiatives.

~~Competitors~~HealthLynked differs from many competitors in that we are not an EMR or practice management system and do not seek to replace provider systems. Instead, our ~~ACO/MSO~~platform ~~division~~is ~~include~~designed ~~large~~to ~~Florida-based~~operate ~~ACOs~~alongside ~~Palm~~existing ~~Beach~~EMRs ~~Accountable~~and ~~Care~~practice ~~Organization~~management ~~and~~software, ~~Millennium~~allowing ~~Accountable~~patient ~~Care~~records ~~Organization,~~generated ~~among~~by those systems to ~~others~~be incorporated into a centralized, patient-controlled health profile. ~~There~~This ~~are~~EMR-agnostic ~~over~~approach ~~450~~is ~~active~~intended ~~ACOs~~to inreduce ~~the~~adoption Ubarriers for providers and support interoperability across healthcare settings.S.

~~Competitors~~Care inManagement, our Medical Distribution division indirectly include large unit-of-measure distributors such as McKesson Corp. and Medline as well as small unit-of-measure distributor Henry Schein offering direct to physicianScheduling, ~~dental~~ and ~~veterinary practices. We attempt to differentiate MOD’s model from these large distributors by focusing on small unit~~AI-~~of-measure direct to patients and physician practices at competitive pricing.~~Enabled Engagement

HealthLynked’s platform integrates provider discovery, appointment scheduling, telemedicine access, mobile check-in, and AI-assisted patient engagement within a single ecosystem. While individual competitors may offer one or more of these services, many operate as standalone solutions. HealthLynked seeks to differentiate through an integrated, patient-centric model designed to support longitudinal care management, preventive care engagement, and ongoing patient interaction across healthcare touchpoints.

Online appointment scheduling platforms such as ZocDoc primarily focus on booking functionality, while telemedicine providers such as Teladoc concentrate on virtual care delivery. HealthLynked is designed to combine these capabilities with centralized health record management, care navigation, and ongoing patient engagement tools to support continuity of care.

AI and Technology Differentiation

HealthLynked believes it has been an early adopter of artificial intelligence technologies within its platform and has integrated AI-enabled functionality as a core component of its digital healthcare ecosystem. The Company utilizes OpenAI technology as a foundational element of its AI infrastructure and continues to evolve its platform as new AI model versions and capabilities are introduced. Management believes this approach enables HealthLynked to rapidly iterate, improve patient engagement tools, and expand care management functionality as artificial intelligence technologies continue to advance.

The application of artificial intelligence in healthcare remains an emerging and rapidly evolving area, with ongoing developments in technology, regulation, and competitive dynamics. Management believes this environment presents an opportunity for HealthLynked to meaningfully participate in the transformation of healthcare delivery and care management by combining AI-enabled engagement tools with patient-controlled health data, provider connectivity, and scalable enterprise deployment. However, there can be no assurance that the Company will be successful in establishing or maintaining a leadership position in this area.

Insurance and Enterprise Healthcare Solutions

In the enterprise healthcare market, we compete with healthcare technology vendors, care management platforms, digital navigation providers, and consulting firms that offer solutions to insurance carriers, employers, and healthcare organizations. Many of these competitors have established relationships with large payors and employers and may offer broader or more mature service portfolios.

HealthLynked seeks to compete in this segment by offering a direct-to-consumer digital care experience layered onto existing insurance benefits, with a focus on patient engagement, provider navigation, and technology-enabled care management. Our platform is designed to be deployed at scale across insured populations, typically without requiring patients or participating providers to pay individual subscription or booking fees when services are offered through licensed insurance networks.

Competitive Position

Competition across our markets is significant and expected to intensify. Management believes HealthLynked’s EMR-agnostic architecture, integrated patient engagement and care management model, AI-enabled tools, and ability to serve patients, providers, and enterprise partners through a single platform may provide competitive differentiation. However, there can be no assurance that we will be able to compete successfully against existing or future competitors, particularly those with greater resources, broader distribution, or established market positions.

Health Services Division

Competition in our Health Services division has historically included women’s health practices, functional medicine clinics, physical therapy providers, aesthetic service providers, and primary care practices within local markets, primarily in southwest Florida. As the Company continues to reduce and expects to divest its remaining clinical operations, this division is becoming a less significant component of our overall competitive landscape.

Medical Distribution Division

In our Medical Distribution division, we compete indirectly with large national medical supply distributors such as McKesson Corporation and Medline Industries, Inc., as well as smaller distributors such as Henry Schein, Inc. These competitors generally operate inventory-intensive distribution models focused on bulk sales to healthcare providers.

MedOfficeDirect seeks to differentiate by utilizing an asset-light, direct-to-consumer and direct-to-practice distribution model that leverages third-party fulfillment and Group Purchasing Organization pricing. This approach is designed to reduce inventory risk, support scalability, and provide competitive pricing while serving both individual consumers and healthcare professionals.

Government Regulation

The healthcare industry is ~~governed~~subject byto aextensive ~~framework of~~ federal, ~~and~~ state ~~laws~~, ~~rules~~ and ~~regulations~~local ~~that~~laws ~~are extensive~~ and ~~complex~~regulations ~~and for which~~governing, inamong ~~many~~other ~~cases~~things, ~~the~~healthcare ~~industry~~operations, data ~~has~~privacy, ~~the~~reimbursement, ~~benefit~~fraud ofand ~~only~~abuse, ~~limited judicial~~ and ~~regulatory~~professional ~~interpretation~~licensure. IfCompliance wewith ~~are found to have violated~~ these laws, ~~rules,~~is orcomplex ~~regulations, our business, financial condition,~~ and ~~results~~subject ~~of operations could be materially adversely affected. Moreover, healthcare reform continues~~ to ~~attract significant legislative interest, regulatory activity, new approaches, legal challenges,~~ongoing ~~and~~interpretation ~~public attention that create uncertainty~~ and ~~the~~change. ~~potential~~Failure ~~for~~to ~~additional~~comply ~~changes.~~with ~~Healthcare~~applicable ~~reform~~healthcare ~~implementation,~~laws ~~additional legislation~~ or regulations, ~~and~~could ~~other~~result ~~changes~~ in ~~government~~civil, ~~policy~~criminal, or ~~regulation may affect our reimbursement~~administrative penalties, ~~restrict~~including ~~our existing operations~~fines, ~~limit the~~exclusion ~~expansion~~from ofgovernment ~~our~~healthcare ~~business~~programs, ~~or impose additional compliance requirements~~ and ~~costs~~reputational harm, any of which could ~~have~~materially ~~a material adverse effect~~adversely onaffect our business, financial condition, ~~results of operations, cash flows~~ and ~~the~~results ~~trading price~~ of ~~our common stock~~operations.

50Healthcare reform initiatives and changes in government policy may further impact healthcare delivery models, reimbursement practices, regulatory requirements, and operational costs. We cannot predict the impact of future legislative or regulatory developments on our business.

Healthcare Reform

~~Health~~Federal and state healthcare ~~care~~reform ~~laws~~initiatives, ~~and~~including ~~regulations~~those ~~are~~arising ~~rapidly~~under ~~evolving~~the Patient Protection and ~~may~~Affordable ~~change~~Care ~~significantly~~Act in(“ACA”) ~~the~~and ~~future~~related legislation, have ~~which~~significantly ~~could~~altered ~~adversely~~the ~~affect~~healthcare ~~our~~landscape ~~financial condition~~ and ~~results~~continue ofto ~~operations~~evolve. InThese ~~March~~reforms ~~2010~~affect, ~~the~~among ~~Patient~~other ~~Protection~~things, ~~and~~insurance ~~Affordable~~coverage, reimbursement ~~Care~~mechanisms, ~~Act~~ and ~~the~~regulatory ~~accompanying~~oversight ~~Health~~of ~~Care~~healthcare ~~and Education~~services. ~~Affordability~~Ongoing ~~Reconciliation~~legal, ~~Act~~regulatory, ~~collectively~~and ~~referred~~policy tochanges asrelated ~~the~~to ~~ACA,~~healthcare reform ~~were~~may ~~enacted.~~increase ~~The~~compliance ~~ACA~~costs, ~~includes~~restrict aoperations, ~~variety~~or ofotherwise ~~health~~adversely ~~care reform~~affect ~~provisions~~our ~~and~~business. ~~requirements,~~Due ~~which~~to ~~became~~the ~~effective~~uncertainty atsurrounding future ~~varying~~healthcare ~~times~~reform ~~since~~efforts, ~~its~~we ~~enactment~~cannot ~~and~~predict ~~substantially~~their ~~changed~~ultimate ~~the~~impact ~~way~~on ~~health care~~our isresults ~~financed~~of byoperations ~~both~~or ~~governmental~~financial ~~and private insurers~~condition.

In January 2017, President Donald Trump issued an executive order titled “Minimizing the Economic Burden of the Patient Protection and Affordable Care Act Pending Repeal.” The order directed agencies with authorities and responsibilities under the ACA to waive, defer, grant exemptions from, or delay the implementation of any provision of the ACA that would impose a fiscal or regulatory burden on states, individuals, health care providers, health insurers, or manufacturers of pharmaceuticals or medical devices. In October 2017, President Trump issued a second executive order relating to the ACA titled “Promoting Healthcare Choice and Competition Across the United States,” which further directs federal agencies to modify how the ACA is implemented, and soon after announced the termination of the cost-sharing subsidies that reimburse insurers under the ACA. To date, Congressional efforts to completely repeal and replace the ACA have been unsuccessful. However, the individual mandate for health insurance coverage under the ACA was repealed by Congress as part of the Tax Cuts and Jobs Act that was signed into law on December 22, 2017.

Other proposed changes and reforms to the ACA have included, or may include the following: prohibiting the federal government from operating health insurance marketplaces; eliminating the advanced premium tax credits, and cost sharing reductions for low income individuals who purchase their health insurance through the marketplaces; expanding and encouraging the use of private health savings accounts; providing for insurance plans that offer fewer and less extensive health insurance benefits than under the ACA’s essential health benefits package, including broader use of catastrophic coverage plans, or short-term health insurance; establishing and funding high risk pools or reinsurance programs for individuals with chronic or high cost conditions; and allowing insurers to sell insurance across state lines.

Because of the continued uncertainty about the implementation of the ACA, including the timing of and potential for legal challenges, repeal or amendment of that legislation and the future of the health insurance exchanges, we cannot quantify or predict with any certainty the likely impact of the ACA on our business, financial condition, operating results and prospects.

Licensing and Certification

~~Our~~To the extent we operate clinical healthcare services, our physicians and clinical personnel are subject to ~~numerous~~ federal, state, and local licensing ~~laws and regulations~~, ~~relating to, among other things,~~ ~~professional~~ credentialing, and ~~professional~~certification ~~ethics.~~requirements, ~~Penalties~~including ~~for~~those ~~non-compliance~~related ~~with~~to ~~these laws and standards include loss of~~ professional ~~license,~~ ~~civil~~conduct ~~or criminal fines~~ and ~~penalties,~~prescribing ~~and~~controlled ~~exclusion from participation in various governmental and other third-party healthcare programs~~substances. Our ~~clinical~~facilities ~~professionals~~may ~~are~~ also be subject to ~~state~~licensing and ~~federal~~regulatory ~~regulation regarding prescribing medication and controlled substances~~approvals. ~~Every~~Our ~~physician~~ability ~~who~~to ~~administers,~~operate ~~prescribes,~~these orservices ~~dispenses~~depends ~~any~~on ~~controlled substance must be registered with the Drug Enforcement~~maintaining ~~Administration (“DEA”). Additionally, our clinical personnel are~~ required ~~to meet applicable Medicaid and Medicare provider requirements~~licenses, ~~as set forth under state and federal laws~~certifications, ~~rules,~~ and ~~regulations~~approvals. ~~Further,~~ ~~our~~As ~~facilities~~we ~~are~~continue ~~also subject~~ to ~~federal, state,~~reduce and ~~local~~expect ~~licensing regulations: we may have~~ to ~~obtain~~divest ~~regulatory~~our ~~approval,~~remaining ~~including~~clinical ~~certificates of need~~operations, ~~before establishing~~our ~~certain~~exposure ~~types~~to ofthese ~~healthcare~~requirements ~~facilities,~~is ~~offering~~expected ~~certain~~to ~~services,~~decrease; ~~or expending amounts in excess of statutory thresholds for healthcare equipment~~however, ~~facilities~~while orsuch ~~programs.~~operations ~~Our ability to operate profitably will depend~~remain, innon-compliance ~~part,~~could ~~upon~~materially ~~our~~adversely affect ~~ability and the ability of~~ our ~~clinicians and facilities to obtain and maintain all necessary licenses, certifications, accreditations, and other approvals~~business.

Fraud and Abuse ~~Provisions~~ Laws

~~Existing~~We ~~federal~~are ~~laws,~~subject asto ~~well~~numerous asfederal ~~similar~~and state ~~laws, relating to government-sponsored or funded healthcare programs, or “GHC Programs,” impose a variety of~~ fraud and abuse ~~prohibitions on healthcare companies like us. These~~ laws ~~are~~applicable ~~interpreted~~to ~~broadly~~healthcare ~~and enforced aggressively by multiple government agencies~~companies, including the ~~Office~~federal ofAnti-Kickback Statute, ~~Inspector General of~~ the ~~Department~~physician ofself-referral ~~Health~~law ~~and~~(Stark ~~Human Services~~Law), the ~~Department of~~False ~~Justice~~Claims ~~(the~~Act (“~~DOJ~~FCA”), and ~~various~~similar state ~~agencies~~laws. InThese ~~addition,~~laws ~~in the Deficit Reduction Act of 2005~~prohibit, ~~Congress established~~ aamong ~~Medicaid~~other ~~Integrity Program to enhance federal and state efforts to detect Medicaid fraud~~things, ~~waste,~~improper ~~and abuse and provide~~ financial ~~incentives for~~relationships, ~~states~~the tosubmission ~~enact~~of ~~their~~false ~~own~~or ~~false~~fraudulent claims ~~legislation~~for asreimbursement, ~~an additional enforcement tool against Medicaid fraud~~ and ~~abuse.~~improper ~~Since then,~~inducements arelated ~~growing~~to ~~number of states have enacted or expanded~~ healthcare ~~fraud~~services ~~and~~reimbursed ~~abuse~~by ~~laws~~government programs.

~~The~~These ~~fraud~~laws ~~and~~are ~~abuse~~broadly ~~provisions~~worded, ~~include~~subject ~~extensive~~to ~~federal~~evolving ~~and state laws~~interpretation, ~~rules~~ and ~~regulations~~aggressively ~~applicable to us, particularly on the services offered through NWC~~enforced. InViolations ~~particular,~~may ~~the~~result ~~federal~~in ~~anti-kickback~~substantial ~~statute~~civil ~~has~~ or criminal ~~provisions relating to the offer~~penalties, ~~payment,~~exclusion ~~solicitation or~~from ~~receipt~~government ofhealthcare ~~any remuneration in return for either referring Medicaid~~programs, ~~Medicare~~and or other ~~GHC Program business, or purchasing, leasing, ordering, or arranging for or recommending any service or item for which payment may be made by GHC Programs~~sanctions. InAlthough ~~addition,~~we ~~the~~intend ~~federal physician self-referral law, commonly known as the “Stark Law,” applies~~ to ~~physician~~operate ~~ordering~~in ofcompliance ~~certain designated health services reimbursable by Medicare from an entity~~ with ~~which the physician has a prohibited financial relationship. These laws are broadly~~ ~~worded~~applicable ~~and~~fraud ~~have been broadly interpreted by federal courts,~~ and ~~potentially~~abuse ~~subject many healthcare business arrangements to government investigation and prosecution~~laws, ~~which~~there can be ~~costly~~no ~~and~~assurance ~~time~~that ~~consuming.~~our ~~Violations~~business ofpractices ~~these~~will ~~laws~~not ~~are~~be ~~punishable~~subject byto ~~substantial~~governmental ~~penalties, including~~scrutiny ~~monetary fines, civil penalties, administrative remedies, criminal sanctions (in the case of the anti-kickback statute), exclusion~~or ~~from~~that ~~participation~~we inwill ~~GHC~~not ~~Programs~~be ~~and~~found ~~forfeiture of amounts collected~~ in violation of ~~such~~these laws, ~~any of~~ which could have ana material adverse effect on our business, financial condition, and results of operations.

51False or Fraudulent Claims; Medical Billing and Coding

~~There~~Healthcare ~~are~~billing, acoding, ~~variety~~and ofreimbursement ~~other~~activities ~~types~~are ofsubject to extensive federal and state ~~fraud~~laws and ~~abuse laws~~regulations, including ~~laws authorizing~~ the ~~imposition~~federal ~~of criminal, civil and administrative penalties for filing false or fraudulent claims for reimbursement with government healthcare programs. These laws include the civil~~ False Claims Act (“FCA”), ~~which prohibits~~ the ~~submission~~Civil ~~of,~~Monetary orPenalties ~~causing to be submitted~~Law, ~~false claims to GHC Programs, including Medicaid, Medicare, TRICARE (~~the ~~program~~federal ~~for~~Anti-Kickback ~~military dependents and retirees)~~Statute, ~~the Federal Employees Health Benefits Program,~~ and ~~insurance~~similar ~~plans~~state ~~purchased through ACA exchanges~~laws. ~~Substantial~~To ~~civil fines and multiple damages, along with other remedies, can be imposed for violating~~ the ~~FCA. Furthermore, proving a violation of the FCA requires only that the government show that the individual or company~~extent ~~that~~we ~~submitted~~provide or ~~caused~~support tobilling, becoding, ~~submitted~~claims anprocessing, ~~allegedly false claim acted in “reckless disregard”~~ or inrelated ~~“deliberate ignorance” of the truth or falsity of the claim or with “willful disregard~~services,” ~~notwithstanding~~we ~~that there~~ may ~~have been no specific intent to defraud the government program and no actual knowledge that the claim was false (which typically are required to~~ be ~~shown~~subject to ~~sustain a~~compliance ~~criminal~~obligations conviction). The FCA also applies to the improper retention of known overpayments and includes “whistleblower” provisions that permit private citizens to sue a claimant on behalf of the government and thereby share in the amounts recovered under ~~the~~ ~~law and to receive additional remedies. In recent years, many cases have been brought against healthcare companies by such “whistleblowers,”~~these ~~which~~laws ~~have resulted in judgments~~ or, ~~more~~contractually ~~often,~~required ~~settlements involving substantial payments~~ to ~~the~~comply ~~government by the companies involved. It is anticipated that the number of such actions against healthcare companies will continue to increase~~ with ~~the enactment or enhancement of a growing number of state false claims acts, certain amendments to the FCA and enhanced government enforcement~~them.

~~Further,~~The ~~HIPAA~~FCA ~~established~~prohibits ~~a national Health Care Fraud and Abuse Control Program under~~ the ~~joint~~submission ~~direction~~ of ~~the~~false ~~Attorney~~or ~~General~~fraudulent ~~and~~claims ~~the~~for ~~Secretary of~~payment ~~the~~to ~~U.S.~~government ~~Department~~healthcare ~~of Health and Human Services (HHS)~~programs, ~~acting~~including ~~through~~Medicare ~~the~~and ~~Inspector General~~Medicaid, ~~designed to coordinate federal, state,~~ and ~~local~~may ~~law~~be ~~enforcement~~enforced ~~activities~~by ~~with~~the ~~respect~~government toor ~~health~~through ~~care~~private ~~fraud~~whistleblower ~~and abuse~~actions. ~~Under~~Violations ~~HIPAA,~~may aresult ~~healthcare~~in ~~benefit~~substantial ~~program~~civil ~~includes any~~penalties, ~~private~~treble ~~plan~~damages, orexclusion ~~contract~~from ~~affecting~~government ~~interstate~~healthcare ~~commerce under which any medical benefit~~programs, ~~item,~~and orother ~~service is provided~~sanctions. AAlthough ~~person~~we orrely ~~entity that~~on ~~knowingly~~third parties and ~~willfully~~customers ~~obtains~~to provide ~~the~~accurate ~~money~~information orand ~~property~~to ofuse ~~any~~our ~~healthcare~~solutions ~~benefit~~appropriately, ~~program~~failures by ~~means~~such ofparties ~~false~~ or ~~fraudulent~~by ~~representations in~~us ~~connection~~to comply with ~~the~~applicable ~~delivery~~requirements could ofmaterially ~~healthcare~~adversely ~~services~~affect isour ~~subject to a fine or imprisonment~~business, orfinancial ~~both. In addition~~condition, ~~HIPAA~~and ~~authorizes~~results ~~the imposition~~ of civil money penalties against entities that employ or enter into contracts with excluded Medicare or Medicaid program participants if such entities provide services to federal health program beneficiariesoperations.

In addition, federal and state agencies that administer healthcare programs have at their disposal statutes, commonly known as “civil money penalty laws,” that authorize substantial administrative fines and exclusion from government programs in cases where an individual or company that filed a false claim, or caused a false claim to be filed, knew or should have known that the claim was false or fraudulent. As under the FCA, it often is not necessary for the agency to show that the claimant had actual knowledge that the claim was false or fraudulent in order to impose these penalties.56

The civil and administrative false claims statutes are being applied in an increasingly broad range of circumstances. For example, government authorities have asserted that claiming reimbursement for services that fail to meet applicable quality standards may, under certain circumstances, violate these statutes. Government authorities also often take the position, now with support in the FCA, that claims for services that were induced by kickbacks, Stark Law violations or other illicit marketing schemes are fraudulent and, therefore, violate the false claims statutes. Many of the laws and regulations referenced above can be used in conjunction with each other.

If we were excluded from participation in any government-sponsored healthcare programs, not only would we be prohibited from submitting claims for reimbursement under such programs, but we also would be unable to contract with other healthcare providers, such as hospitals, to provide services to them. It could also adversely affect our ability to contract with, or to obtain payment from, non-governmental payors.

Although we intend to conduct our business in compliance with all applicable federal and state fraud and abuse laws, many of the laws, rules and regulations applicable to us, including those relating to billing and those relating to financial relationships with physicians and hospitals, are broadly worded and may be interpreted or applied by prosecutorial, regulatory or judicial authorities in ways that we cannot predict. Accordingly, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be alleged or found to violate applicable fraud and abuse laws. Moreover, the standards of business conduct expected of healthcare companies under these laws and regulations have become more stringent in recent years, even in instances where there has been no change in statutory or regulatory language. If there is a determination by government authorities that we have not complied with any of these laws, rules and regulations, our business, financial condition and results of operations could be materially, adversely affected.

False or Fraudulent Claim Laws; Medical Billing and Coding

Medical billing, coding and collection activities are governed by numerous federal and state civil and criminal laws, regulations, and sub-regulatory guidance. We provide billing and coding services, claims processing and other solutions to providers that relate to, or directly involve, the reimbursement of health services covered by Medicare, Medicaid, other federal and state healthcare programs and private payers. These services may subject us to, or we may be contractually required to comply with, numerous federal and state laws that prohibit false or fraudulent claims including but not limited to the FCA, the federal Civil Monetary Penalties Law (“CMP Law”), and state equivalents. We rely on our customers to provide us with accurate and complete information and to appropriately use the solutions we provide to them, but they may not always do so.

The FCA prohibits the knowing submission of false claims or statements to the federal government, including to the Medicare and Medicaid programs. The FCA defines the term “knowingly” broadly to include not only actual knowledge of a claim’s falsity, but also reckless disregard of the truth of the information, or deliberate ignorance of the truth or falsity of a claim. Specific intent to defraud is not required. The FCA may be enforced by the federal government directly or by a qui tam plaintiff, or whistleblower, on the government’s behalf. The government may use the FCA to prosecute Medicare and other government program fraud in areas such as coding errors and billing for services not rendered. Further, submission of a claim for an item or service generated in violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA. When an entity is determined to have violated the FCA, it may be required to pay three times the actual damages sustained by the government, plus substantial civil penalties for each false claim, and may be excluded from participation in federal healthcare programs. We rely on our customers to provide us with accurate and complete information and to appropriately use the solutions we provide to them, but they may not always do so.

Government Reimbursement Requirements

InParticipation ~~order to participate~~ in ~~the~~Medicare, ~~various state~~ Medicaid, ~~programs~~ and inother ~~the~~government ~~Medicare~~healthcare ~~program,~~programs weis ~~must~~subject ~~comply~~to ~~with stringent and often~~ complex enrollment, ~~and~~ reimbursement ~~requirements. Moreover~~, ~~different~~and ~~states~~compliance ~~impose differing standards for their Medicaid programs. While we~~requirements ~~believe~~ that wevary ~~adhere~~by tojurisdiction ~~the laws, rules~~ and ~~regulations~~are ~~applicable~~subject to ~~the~~change. ~~government~~Government healthcare programs inare ~~which~~also wesubject ~~participate,~~to ~~any~~statutory ~~failure~~and toregulatory modifications, ~~comply~~funding ~~with these laws~~limitations, ~~rules~~ and ~~regulations~~reimbursement ~~could~~rate ~~negatively~~adjustments, which may affect ~~our~~payment ~~business~~amounts, ~~financial~~timing, ~~condition~~ and ~~results~~coverage offor ~~operations~~certain services.

InTo ~~addition,~~the ~~GHC~~extent ~~Programs~~we are ~~subject~~exposed to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review and new governmental funding restrictions, all of which may materially increase or decrease program payments, as well as affect the cost of providing services and the timing of payments to providers. Moreover, because these programs generally provide for reimbursement ~~on a fee~~-~~schedule basis rather than on a charge-~~related ~~basis,~~risks wethrough ~~generally cannot increase~~ our ~~revenue~~operations byor ~~increasing the amount we charge for our~~ services~~. To the extent our costs increase~~, wereductions ~~may~~in ~~not~~reimbursement ~~be able to recover our increased costs from these programs~~rates, ~~and cost containment measures and market~~ changes in ~~non-governmental~~program ~~insurance plans have generally restricted our ability to recover~~eligibility, or ~~shift to non-governmental payors, these~~ increased ~~costs.~~compliance Inrequirements ~~attempts~~could toadversely ~~limit~~affect ~~federal~~our ~~and state spending~~business, ~~there~~financial ~~have been~~condition, ~~and~~ ~~we expect that there will continue to be, a number of proposals to limit or reduce Medicaid~~ and ~~Medicare~~results ~~reimbursement for various~~of ~~services~~operations. Our business may be significantly and adversely affected by any such changes in reimbursement policies and other legislative initiatives aimed at reducing healthcare costs associated with Medicaid, Medicare and other government healthcare programs.

Our business also could be adversely affected by reductions in or limitations of reimbursement amounts or rates under these government programs, reductions in funding of these programs or elimination of coverage for certain individuals or treatments under these programs.

HIPAA and Other Privacy Laws

~~Numerous~~We ~~federal~~are ~~and~~subject ~~state~~to ~~laws,~~numerous ~~rules,~~federal and ~~regulations~~state ~~govern~~laws governing the collection, ~~dissemination~~use, ~~use~~disclosure, and ~~confidentiality~~protection of ~~protected~~personal health information, including ~~HIPAA,~~the ~~and~~Health ~~its~~Insurance ~~implementing~~Portability ~~regulations,~~and ~~violations~~Accountability Act of ~~which~~1996 ~~are~~(“HIPAA”) ~~punishable~~and bythe ~~monetary~~Health ~~fines,~~Information ~~civil~~Technology for ~~penalties~~Economic and, inClinical ~~some cases,~~Health ~~criminal~~Act ~~sanctions~~(“HITECH”). AsThese ~~part~~laws ofimpose ~~the~~requirements ~~HealthLynked~~related ~~Network~~to ~~and~~data ~~our~~privacy, ~~medical~~security ~~record~~safeguards, breach ~~keeping~~notification, ~~third-party billing~~ and ~~other~~permitted ~~services, we~~uses ~~collect~~ and ~~maintain~~disclosures of protected health information ~~on the patients that we serve~~.

~~Pursuant~~Violations toof ~~HIPAA,~~applicable ~~the HHS has adopted standards to protect the~~ privacy ~~and~~or data security oflaws ~~individually~~may ~~identifiable~~result ~~health~~in ~~information,~~civil ~~known as the Privacy Standards~~ and ~~Security~~criminal ~~Standards. HHS’ Privacy Standards apply to medical records and other individually identifiable health information in any form~~penalties, ~~whether~~regulatory ~~electronic,~~enforcement ~~paper or oral~~actions, ~~that~~contractual ~~is used or disclosed by healthcare providers~~liability, ~~hospitals, health~~ ~~plans~~ and ~~healthcare~~reputational ~~clearinghouses, which are known as “covered entities~~harm.” ~~HHS’~~In ~~Security~~addition ~~Standards require healthcare providers~~ to ~~implement~~HIPAA ~~administrative, physical~~ and ~~technical safeguards to protect the integrity~~HITECH, ~~confidentiality~~various ~~and~~state availability of individually identifiable health information that is electronically received, maintained or transmitted (including between us and our affiliated practices). To the extent permitted by applicable privacy ~~regulations~~ and ~~contracts~~data ~~and~~protection ~~associated~~laws ~~Business~~may ~~Associate~~impose ~~Agreements with~~more ~~our~~stringent ~~customers, we are permitted to use and disclose protected health information to perform our services and for other limited purposes,~~requirements ~~but other uses and disclosures, such as marketing communications, require written authorization from the patient~~ or ~~must~~provide ~~meet~~private anrights ~~exception specified~~of ~~under~~action. ~~the~~Compliance ~~privacy regulations In addition,~~ with ~~respect~~these tolaws ~~our~~is ~~managed~~complex ~~physician practices, the HIPAA administrative simplification provisions require the use of uniform electronic data transmission standards of healthcare claims~~ and ~~payment transactions submitted or received electronically. Further~~evolving, ~~the Health Information Technology for Economic~~ and ~~Clinical~~any ~~Health~~failure ~~Act of 2009 (“HITECH”) strengthened and expanded HIPAA, increased penalties for violations, gave patients new rights~~ to ~~restrict~~maintain ~~uses~~appropriate ~~and disclosures of their~~safeguards ~~health~~or ~~information,~~comply ~~and~~with ~~imposed~~applicable ~~a number of privacy and security~~ requirements ~~directly~~could onmaterially ~~business~~adversely ~~associates~~affect ~~that~~our perform functions or services on behalf of covered entities. Specifically, HITECH requires that covered entities report any unauthorized use or disclosure of protected health information that meets the definition of a “breach” to the affected individuals. In addition, HITECH requires that business ~~associates report breaches to their covered entity customers~~. HITECH also authorizes state Attorneys General to bring civil actions in response to violations of HIPAA that threaten the privacy of state residents. Final regulations implementing the HITECH requirements were issued in January 2013.

To the extent we are permitted under our customer contracts, we may de-identify protected health information and use de-identified information for our purposes without obtaining patient authorization or further complying with HIPAA. Determining whether protected health information has been sufficiently de-identified to comply with the HIPAA privacy standards and our contractual obligations may require complex factual and statistical analyses. Any failure by us to meet HIPAA requirements with respect to de-identification could subject us to penalties.

In addition to the federal HIPAA and HITECH requirements, numerous other state and certain other federal laws protect the confidentiality of patient information, including state medical privacy laws, state social security number protection laws, state genetic privacy laws, human subjects research laws and federal and state consumer protection laws. These state laws govern the collection, dissemination, use, access to and confidentiality of patient information. In many cases, state laws are more restrictive than, and not preempted by, HIPAA, and may allow personal rights of action with respect to privacy or security breaches, as well as fines. State laws are contributing to increased enforcement activity and are also subject to interpretation by various courts and other governmental authorities.

Data Protection and Breaches

~~Most~~We ~~states~~are ~~require~~subject ~~holders of personal information~~ to ~~maintain~~federal ~~safeguards,~~ and ~~all~~state ~~states have~~ laws ~~that~~governing ~~require~~the ~~take~~protection ~~certain actions in response to a data breach, such as providing prompt notification~~ of ~~the~~personal ~~breach~~and tohealth ~~affected individuals or the state’s attorney general. In some states~~information, ~~these~~including ~~laws are limited to electronic~~ data, ~~but~~security ~~states increasingly are enacting or considering stricter~~ and ~~broader~~breach notification requirements. ~~The~~ These laws ~~are~~generally ~~inconsistent~~require ~~across~~covered ~~states,~~entities ~~which~~and ~~can~~business ~~increase~~associates ~~the~~to ~~costs~~maintain ofreasonable ~~compliance. Additionally~~administrative, ~~HIPAA imposes certain notification~~ ~~requirements on Business Associates. In certain circumstances involving large breaches~~technical, ~~media~~and ~~notice~~physical issafeguards ~~required~~and ~~requirements may even involve notification~~ to ~~the~~provide ~~media.~~notice ~~A non-permitted use or disclosure of protected health information is presumed~~ to beaffected aindividuals ~~breach~~and ~~under HIPAA~~regulators ~~unless the Business Associate or covered entity establishes that there is a low probability the information has been compromised consistent with the risk assessment requirements enumerated~~ in ~~HIPAA. In addition,~~ the ~~Federal~~event ~~Trade~~of ~~Commission~~certain ~~uses its consumer protection authority to initiate enforcement actions in response to~~ data breaches.

HIPAA and related regulations impose additional requirements regarding the protection and reporting of unauthorized uses or disclosures of protected health information. In addition, federal and state authorities, including the Federal Trade Commission, may initiate enforcement actions in response to data security incidents.

Compliance with these requirements is complex and may vary by jurisdiction. A failure to adequately protect personal or health information, or to comply with applicable notification requirements, could result in regulatory enforcement actions, litigation, reputational harm, and could materially adversely affect our business, financial condition, and results of operations.

Compliance Programs

~~Organizations~~We ~~that~~maintain ~~receive reimbursement from~~ a ~~federal~~compliance orprogram ~~state~~designed ~~government~~to ~~payor~~monitor ~~are~~and ~~expected~~promote bycompliance ~~the~~with applicable federal ~~government~~and tostate ~~have~~healthcare alaws ~~compliance~~and ~~program. Specifically~~regulations, including ~~compliance~~those ~~programs~~related ~~are integral~~ to ~~identifying and rectifying~~ fraud and abuse ~~risk areas~~, billing and coding ~~violations~~, ~~and~~ ~~educating employees about the law~~ and ~~other~~data ~~legal~~privacy. ~~requirements~~Compliance orprograms ~~restrictions~~are ~~within~~generally ~~the~~expected ~~scope~~for ~~of their practice. We maintain a program~~healthcare-related tooperations ~~monitor compliance with federal~~ and ~~state laws and regulations applicable to healthcare~~ entities. ~~We believe~~ that ~~our~~interact ~~compliance~~with ~~program meets~~government ~~the~~healthcare ~~relevant standards provided by the Office of Inspector General of the Department of Health and Human Services~~programs.

While we believe our compliance program is appropriate for our operations, compliance requirements are complex and evolving, and there can be no assurance that our policies, procedures, and controls will prevent all violations. Any failure to maintain effective compliance could materially adversely affect our business, financial condition, and results of operations.

Environmental Regulations

~~Our~~To ~~healthcare~~the ~~operations~~extent ~~generate~~we ~~medical~~operate ~~waste~~healthcare ~~that~~facilities, ~~must~~our beoperations ~~disposed~~may ofgenerate inmedical ~~compliance~~waste ~~with~~subject to federal, state, and local environmental ~~laws,~~ ~~rules~~laws and regulations. ~~Our~~We ~~office-based~~do ~~operations~~not ~~are~~believe ~~subject~~that to compliance with ~~various~~applicable ~~other~~ environmental ~~laws,~~requirements ~~rules~~has ~~and regulations. Such compliance does not~~had, ~~and~~or weis ~~anticipate~~expected ~~that~~to ~~such compliance will not~~have, ~~materially~~a material ~~affect~~effect on our capital expenditures, financial position , or results of operations.

Fair Debt Collection Practices Act

~~Some of our operations may~~To ~~be subject to compliance with certain provisions of~~ the ~~Fair~~extent ~~Debt~~we ~~Collection~~or ~~Practices~~third ~~Act~~parties ~~and~~acting ~~comparable~~on ~~state~~our ~~laws.~~behalf ~~Under~~engage ~~the Fair Debt Collection Practices Act, a third-party collection company is restricted~~ in ~~the~~debt ~~methods it uses to contact consumer debtors and elicit payments with respect to placed accounts. Requirements under state~~ collection ~~agency statutes vary~~activities, ~~with~~such ~~most~~activities ~~requiring~~may ~~compliance~~be ~~similar to~~subject ~~that required under the Fair Debt Collection Practices Act. Florida’s Consumer Collection Practices 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 ~~Consumer~~comparable ~~Collection~~state ~~Practices Act~~laws. ~~The~~These ~~Consumer~~laws ~~Collection~~regulate ~~Practices~~communications ~~Act~~with ~~has~~consumers ~~very specific guidelines regarding which actions debt collectors~~ and ~~creditors~~impose ~~may~~restrictions ~~engage~~on ~~in to collect unpaid debt~~collection practices.

Failure to comply with applicable debt collection laws could result in regulatory enforcement actions, litigation, and reputational harm, which could materially adversely affect our business, financial condition, and results of operations.

Government Investigations

We ~~expect~~may ~~that~~be subject to audits, inquiries, ~~and~~or investigations ~~from~~by government authorities, ~~agencies~~regulators, ~~contractors and~~ payors, ~~will~~or ~~occur~~contractors in the ordinary ~~course~~ course of business. ~~Such~~The ~~audits,~~outcome ~~inquiries~~of ~~and~~any ~~investigations~~such ~~and their ultimate resolutions~~matters, individually or in the aggregate, could ~~have~~ aresult ~~material~~in fines, penalties, operational restrictions, or other adverse ~~effect~~consequences onand could materially adversely affect our business, financial condition, results of operations, cash flows , and the trading price of our common stock.

54Properties

The Company leases its operating facilities pursuant to a lease agreement for approximately 3,650 square feet that commenced in August 2023 and expires in July 2026, located in Naples, FL.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not party, and our property is not the subject of, any material legal proceedings.

Available Information

The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investors” section of the Company’s website, www.healthlynked.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC by the Company.

MANAGEMENT

The following table sets forth information regarding our executive officers and directors. All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the Board of Directors and serve at the discretion of the board.

Name	Age	Positions with the Company
Michael Dent, MD	5861	Chief Executive Officer and Chairman of the Board of Directors
George O’Leary	59	Chief Financial Officer and Director
Jeremy Daniel	49	Chief Financial Officer
Robert Mino	47	Director
Duncan McGillivray	65	Chief Operating Officer
Robert Gasparini	67	Director
George O’Leary	63	Director
Heather Monahan	47	Director
Robert Gasparini	70	Director
Daniel Hall	50	Director
Heather Monahan	51	Director
Daniel Hall	53	Director
Dr. Paul Hobaica	61	Director
Chris G. Pulos	64	Director
Jason Bishara	52	Director

Michael T. Dent, MD, Founder, Chief Executive Officer and Chairman of the Board of Directors. Dr. Dent founded the Naples Women’s Center in 1996 where he served as its principal executive from formation through February 2016. He is also Co-Founder and Managing Director of InLight Capital Partners LLC since January 2014 and is responsible for its healthcare, information technology and life science investments. He has held key leadership positions in business development, operations, corporate development, and strategy in the healthcare and technology industries since the mid-90s. Prior to founding InLight Capital Partners, Dr. Dent was Founder, Chairman and Chief Executive Officer of NeoGenomics Laboratories (Nasdaq: NEO) where he was on the ~~Board~~board of ~~Directors~~directors from 1998 until July 2015. As a retired physician, Dr. Dent is uniquely qualified to understand the challenges and opportunities in healthcare and emerging technologies. Dr. Dent received his bachelor’s degree from Davidson College, where he majored in both Biology and Pre-Med, and went on to earn his medical degree from The University of South Carolina in Charleston, South Carolina. Dr. Dent also attended Florida Gulf Coast University’s Business Executive Education program. Dr. Dent holds a board affiliation with MedOfficeDirect (Founder). Our Board of Directors believes Dr. Dent’s perspective as the founder of the Company in 2014, his industry knowledge and prior experience as a director of a public company and familiarity with ~~public~~ public company governance, provide him with the qualifications and skills to serve as a director.

~~George~~Jeremy ~~G. O’Leary~~Daniel, ~~Chief~~ Chief Financial Officer ~~and Member of the Board of Directors~~. Mr. ~~O’Leary~~Daniel ~~has~~was ~~served~~appointed as our Chief Financial Officer ~~since August~~effective ~~6, 2014. Mr. O’Leary is also Co-Founder and Managing Director of InLight Capital Partners LLC since~~ January ~~2014.~~15, ~~He is a financially trained senior executive specializing in innovative strategic problem solving across functional and industry boundaries~~2025. Mr. ~~O’Leary~~ ~~was~~Daniel ~~the~~has ~~Vice-Chairman~~served ~~of the Board of Directors of Timios Holdings Corp. from March 2014 through January 2021 and on the~~as ~~Board of Directors of MedOfficeDirect since October 2013. From June 2009 to May 2013 Mr. O’Leary was Chairman of the Board and~~ Chief Financial Officer offor ~~Protection~~Innoveren ~~Plus~~Scientific, ~~Securities~~a ~~Corporation~~publicly ~~until~~traded itbiotech ~~was~~firm, ~~sold~~since ~~to Universal Protection Services~~2019. ~~From~~Before ~~February~~his ~~2007~~time ~~to June~~at ~~2015~~Innoveren, Mr. ~~O’Leary~~Daniel held ~~was a member of~~ the ~~Board~~positions of ~~Directors~~Chief ofFinancial ~~NeoMedia~~Officer ~~Technologies.~~at ~~Mr.~~Regenerative ~~O’Leary~~Medicine isSolutions ~~founder and President of SKS Consulting of South Florida Corp.~~ (~~“SKS”~~2013-19) ~~since June 2006 where he works with public~~ and ~~private~~at ~~companies~~Sleep inApnea ~~board representation~~Treatment ~~and/or~~Centers ~~under consulting agreements providing executive level management expertise, as well as helping the implementation and execution~~ of their companies’ strategic & operational plans. Mr. O’Leary started SKS with the mission to help companies focus on high growth initiatives and execution of their core business while shedding non-core business assets. From 1996 to 2000America, ~~Mr.~~ ~~O’Leary was Chief Executive Officer~~ and ~~President~~Controller offor ~~Communication~~Omnicare ~~Resources Incorporated~~ (~~“CRI”~~2012-14)~~, where annual revenues grew from $5 million to $40 million during his tenure~~. ~~Prior to CRI,~~ Mr. ~~O’Leary~~Daniel ~~was~~holds ~~Vice~~a ~~President~~Master of ~~Operations~~Business ofAdministration ~~Cablevision Industries,~~in ~~where~~Business heAdministration ~~ran~~from ~~$125~~Xavier ~~million of business until it was sold to Time Warner. Mr. O’Leary started his professional career~~University asand a ~~senior~~Bachelor ~~accountant~~of ~~with~~Business ~~Peat~~Administration ~~Marwick~~ and ~~Mitchell (KPMG). Mr. O’Leary holds a B.B.A. degree in~~ Accounting ~~with honors~~ from ~~Siena College.~~The ~~Our~~University ~~Board~~ of ~~Directors~~Cincinnati. ~~believes~~ Mr. ~~O’Leary’s~~Daniel ~~extensive~~is ~~business~~also ~~experience~~a ~~provides~~Certified ~~him~~Public ~~with the qualifications and skills to serve as a director~~Accountant.

~~Robert~~Duncan ~~P. Mino~~McGillivray, ~~JD,~~ ~~MBA,~~Chief ~~MS,~~Operating ~~Director~~Officer. Mr. McGillivray ~~Mino~~was ~~has~~appointed ~~served~~ as ~~General~~our ~~Counsel~~Chief ofOperating ~~Applied~~Officer ~~Food~~effective ~~Technologies~~December ~~(a testing laboratory)~~8, ~~General~~2025. ~~Manager~~Mr. McGillivray atbrings ~~Somahlution~~more (athan ~~medical~~30 ~~device~~years ~~company)~~of ~~and~~executive ~~Corporate~~leadership ~~Counsel~~across ~~and~~healthcare, VPtechnology, ~~Business~~capital ~~Development~~markets, atand ~~Sancilio~~large-scale ~~Pharmaceuticals~~project (afinance. ~~pharmaceutical~~From ~~and~~September ~~dietary~~2022 ~~supplement~~to ~~company)~~August 30, ~~performing~~2024, onMr. ~~the~~McGillivray ~~executive~~served ~~leadership~~as ~~teams~~the President of ~~each.~~HWH ~~Mr.~~Community ~~Mino~~Development ~~began~~Group, ~~his~~LLC, ~~career~~a ~~conducting~~U.S. ~~molecular~~Treasury nationally ~~biology~~licensed ~~research~~community ~~before~~development ~~holding~~entity ~~several~~for ~~positions~~financing ofcapital ~~increasing~~projects, ~~responsibility~~where atMr. ~~Sigma~~McGillivray ~~Aldrich,~~provided ~~Roche~~capital ~~Diagnostics~~project ~~and~~funding ~~Applied Biosystems,~~guidance ~~respectively,~~to ~~starting~~a inwide ~~field~~range ~~sales~~of ~~and~~construction ~~culminating~~projects ashighlighted ~~the~~by ~~strategic~~his ~~marketing~~leadership ~~manager~~for N.a ~~and~~targeted S.$40M ~~America~~ground ~~for~~up ~~DNA~~new ~~Sequencing~~construction project in Miami. Prior to Inthis, ~~2011~~from June 2018 to August 2022, Mr. ~~Mino~~McGillivray ~~opened~~served ~~his~~as ~~own~~a ~~law~~senior ~~and~~capital ~~consulting~~project ~~practice~~consultant ~~where~~for heCapital ~~practices~~Link, ~~today~~a national cooperative partner of the U.S. Department of Health (HRSA). Mr. ~~Mino~~McGillivray ~~earned~~provided astrategic JDplanning, ~~MBA~~business plans, financial projections and corporate MSfinancial ~~(Medical~~consulting ~~Sciences)~~for ~~from University~~community ofhealth ~~Florida~~facilities ~~and~~across athe ~~B.S.~~USA ~~(Genetics)~~which ~~from~~included successfully facilitating the ~~University~~closing of over ~~Georgia~~$200 million of funded projects. HeIn this capacity, Mr. McGillivray also ~~earned~~served aas ~~Certificate~~the inU.S. ~~Copyright~~HRSA’s ~~Law~~national ~~from~~webinar ~~Harvard~~leader for ~~University~~its ~~and~~Loan aGuarantee ~~Regulatory~~Program ~~Affairs~~to ~~Certificate~~provide ~~(Drug~~capital ~~and~~project ~~Device)~~financing ~~from~~guidance ~~RAPS.~~to ~~Our~~the ~~Board~~nation’s of1,400 ~~Directors~~Federally ~~believes~~Qualified Health Centers. Mr. McGillivray ~~Mino’s~~has ~~extensive business~~35 years of professional experience ~~and~~including ~~scientific~~work ~~knowledge~~for ~~provides~~Union ~~him~~Bank, ~~with~~Morgan ~~the~~Guaranty ~~qualifications~~Trust, ~~and~~Bank ~~skills~~of toAmerica, ~~serve~~Bank asof California and operating a ~~director~~family-owned business valuation company named Veritas Valuation Specialists, Inc.

55George G. O’Leary, Director. Mr. O’Leary has served as a director of the Company since August 6, 2014 and also served as our Chief Financial Officer from August 6, 2014 until April 4, 2024. Mr. O’Leary is also Co-Founder and Managing Director of InLight Capital Partners LLC since January 2014. He is a financially trained senior executive specializing in innovative strategic problem solving across functional and industry boundaries. Mr. O’Leary is Vice Chairman of Referrizer, LLC, a private marketing automation company, since January 2016. Mr. O’Leary was the Vice-Chairman of the board of directors of Timios Holdings Corp. from March 2014 through January 2021. From June 2009 to May 2013 Mr. O’Leary was Chairman of the Board and Chief Financial Officer of Protection Plus Securities Corporation until it was sold to Universal Protection Services. From February 2007 to June 2015, Mr. O’Leary was a member of the Board of Directors of NeoMedia Technologies. Mr. O’Leary is founder and President of SKS Consulting of South Florida Corp. (“SKS”) since June 2006 where he works with public and private companies in board representation and/or under consulting agreements providing executive level management expertise, as well as helping the implementation and execution of their companies’ strategic & operational plans. Mr. O’Leary started SKS with the mission to help companies focus on high growth initiatives and execution of their core business while shedding non-core business assets. From 1996 to 2000, Mr. O’Leary was Chief Executive Officer and President of Communication Resources Incorporated (“CRI”), where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O’Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business until it was sold to Time Warner. Mr. O’Leary started his professional career as a senior accountant with Peat Marwick and Mitchell (KPMG). Mr. O’Leary holds a B.B.A. degree in Accounting with honors from Siena College. Our Board of Directors believes Mr. O’Leary’s extensive business experience provides him with the qualifications and skills to serve as a director.

Robert Gasparini, Director. Mr. Gasparini started his career in the genetics laboratories at the University of CT and became an assistant professor there from 1985-1990. From 1990-1993 he was Technical Director of Genetics at Tufts and from 1993-1997 he was Assistant Director for the Prenatal Diagnostic Center in Lexington MA (a Mass General affiliate). Mr. Gasparini also worked as a Manager of Worldwide and Strategic Marketing with Ventana Medical Systems from 1998-2000 and in 2001, he became Director of Genetics for US Labs in Irvine California. Mr. Gasparini was a key executive at NeoGenomics Laboratories serving in many capacities with the company including President and Chief Scientific Officer as well as being on the Board of Directors from 2004-2014. Mr. Gasparini has 28 years of combined service on national committees and Boards of Directors and has published 15 peer-reviewed articles and over 30 peer-reviewed abstracts. Our Board of Directors believes Mr. Gasparini’s extensive business experience provides him with the qualifications and skills to serve as a director.59

~~Heather~~Robert ~~Monahan~~Gasparini, Director. MsMr. ~~Monahan~~Gasparini ishas been a ~~best-selling~~director ~~author,~~of ~~keynote~~the ~~speaker,~~Company ~~Ted-X~~since ~~speaker,~~2019. ~~Executive~~Mr. ~~Coach~~Gasparini ~~and~~started ~~founder~~his ofcareer ~~Boss~~in Inthe ~~Heels.~~genetics ~~Ms.~~laboratories ~~Monahan~~at isthe ~~a Glass~~University ~~Ceiling~~of ~~Award~~CT ~~winner,~~and ~~was~~became ~~named~~an ~~one~~assistant ofprofessor ~~the~~there ~~most~~from ~~Influential~~1985-1990. ~~Women~~From in1990-1993 ~~Radio~~he inwas ~~2017~~Technical ~~and~~Director ~~was~~of ~~selected~~Genetics asat aTufts ~~Limit~~and ~~Breaking~~from ~~Female Founder~~1993-1997 byhe ~~Thrive~~was ~~Global~~Assistant inDirector ~~2018.~~for ~~Her~~the ~~book~~Prenatal ~~“Confidence~~Diagnostic ~~Creator”~~Center ~~was~~in #1Lexington onMA ~~Amazon’s~~(a ~~Business~~Mass ~~Biographies~~General ~~and~~affiliate). ~~Business~~Mr. ~~Motivation lists~~Gasparini ~~the~~also ~~first~~worked ~~week~~as a itManager ~~debuted.~~of ~~Her~~Worldwide ~~podcast,~~and ~~Creating~~Strategic ~~Confidence,~~Marketing ~~which~~with ~~features~~Ventana ~~noteworthy~~Medical ~~celebrities~~Systems from 1998-2000 and ~~entrepreneurs~~in 2001, ~~debuted~~he onbecame Director of Genetics ~~the~~for ~~Top~~US ~~200~~Labs ~~Apple~~in ~~podcasts~~Irvine California. MsMr. ~~Monahan~~Gasparini was ~~named~~a ~~one~~key ofexecutive at NeoGenomics Laboratories serving in many capacities with the ~~Top~~company including 40President ~~Female~~and ~~Keynote~~Chief ~~Speakers~~Scientific ~~for~~Officer ~~2020~~as bywell ~~Real~~as ~~Leaders.~~being ~~Her~~on ~~Ted~~the Board of Directors from 2004-X2014. ~~talk~~Mr. ~~was~~Gasparini has 28 years ~~promoted~~of tocombined ~~TED~~service ~~and~~on ~~translated~~national ~~into~~committees 6and ~~languages.~~boards ~~Harper~~of ~~Collins~~directors ~~Leadership~~and ishas ~~publishing~~published ~~her~~15 ~~new~~peer-reviewed ~~book,~~articles ~~Leapfrogging~~and ~~Villains,~~over in30 ~~2021.~~peer-reviewed Msabstracts. ~~Monahan~~Our ~~has~~Board ~~been~~of ~~featured~~Directors inbelieves ~~USA~~Mr. ~~Today,~~Gasparini’s ~~CNN,~~extensive ~~Forbes,~~business ~~Fast~~experience ~~Company~~provides ~~and~~him ~~The~~with ~~Steve~~the ~~Harvey~~qualifications ~~Show,~~ and skills ~~recently~~to ~~was~~serve ~~named~~as a ~~Guest Professor at Harvard~~director.

~~Daniel~~Heather ~~Hall~~Monahan, Director. MrMs. ~~Hall~~Monahan ~~began~~has ~~his~~been ~~career performing~~ a ~~wide~~director ~~variety~~ of ~~accounting~~the ~~services~~Company ~~for~~since a2020. ~~wholly~~Ms. ~~owned~~Monahan ~~subsidiary~~is ofa ~~ConAgra.~~best-selling Inauthor, ~~1995~~keynote speaker, ~~Mr.~~Ted-X ~~Hall~~speaker, Executive ~~transitioned~~Coach ~~into~~and ~~the~~founder ~~medical~~of ~~device~~Boss ~~industry~~In ~~when~~Heels. heMs. ~~began~~Monahan ~~working~~is ~~for~~a ~~Arthrex,~~Glass ~~Inc.~~Ceiling Award winner, awas ~~world~~named ~~leader~~one inof ~~orthopedic~~the ~~surgical~~most ~~device~~Influential ~~design,~~Women in Radio ~~research,~~in ~~manufacturing~~2017 and ~~medical~~was ~~education.~~selected Heas ~~has~~a ~~held~~Limit ~~various~~Breaking ~~positions~~Female ofFounder ~~increasing~~by ~~responsibility~~Thrive ~~culminating~~Global in ~~his~~2018. ~~current~~Her ~~role as~~book ~~Vice-President~~“Confidence ofCreator” ~~Shareholder~~was ~~Relations~~#1 on ~~and~~Amazon’s ~~Taxation,~~Business ~~where~~Biographies heand isBusiness ~~responsible~~Motivation ~~for~~lists the ~~global~~first ~~enterprise’s~~week ~~treasury~~it debuted. Her podcast, ~~investment~~Creating Confidence, which ~~financial~~features ~~audit,~~noteworthy ~~tax~~celebrities ~~strategy/compliance~~and entrepreneurs, ~~and~~debuted ~~corporate~~on ~~structuring~~the ~~activities.~~Top In200 ~~addition~~Apple topodcasts. ~~his~~Ms. ~~role~~Monahan ~~with~~was ~~Arthrex,~~named ~~Mr.~~one ~~Hall~~of isthe ~~also~~Top 40 Female ~~Vice-President~~Keynote ofSpeakers ~~Krisdan~~for ~~Management,~~2020 ~~Inc~~by Real Leaders. aHer ~~Single~~Ted-~~Family~~X ~~Office.~~talk Inwas ~~this~~promoted ~~capacity,~~to heTED isand ~~responsible~~translated ~~for~~into ~~ultra-high~~6 ~~net~~languages. ~~worth~~Harper ~~tax~~Collins ~~planning,~~Leadership ~~strategy~~published ~~and~~her ~~compliance~~book, asOvercome ~~well~~Your asVillains: ~~trust~~Mastering ~~and~~Your ~~estate~~Beliefs, ~~planning~~Actions, ~~investment~~and ~~oversight,~~Knowledge ~~philanthropy~~to ~~and~~Conquer ~~financial~~Any ~~reporting~~Adversity, in 2021. MrMs. ~~Hall earned~~Monahan ahas BSbeen featured in ~~Business~~USA ~~Administration~~Today, ~~and~~CNN, ~~Accounting~~Forbes, ~~from~~Fast ~~North~~Company ~~Dakota~~and ~~State~~The ~~University.~~Steve ~~Mr.~~Harvey ~~Hall~~Show, isand ~~also~~recently ~~Florida~~was ~~registered~~named ~~Certified~~a ~~Public Accountant~~Guest ~~and~~Professor aat ~~member~~Harvard. Our Board of ~~both~~Directors ~~the~~believes ~~American~~Ms. ~~Institute~~Monahan’s ofextensive ~~Certified~~business ~~Public~~experience ~~Accountants~~provides ~~(AICPA)~~her ~~and~~with the ~~Florida~~qualifications ~~Institute~~and ofskills ~~Certified~~to serve ~~Public~~as ~~Accountants~~a ~~(FICPA)~~director.

Daniel Hall, Director. Mr. Hall has been a director of the Company since 2020. Mr. Hall began his career performing a wide variety of accounting services for a wholly owned subsidiary of ConAgra. In 1995, Mr. Hall transitioned into the medical device industry when he began working for Arthrex, Inc., a world leader in orthopedic surgical device design, research, manufacturing and medical education. He has held various positions of increasing responsibility culminating in his current role as Vice-President of Shareholder Relations and Taxation, where he is responsible for the global enterprise’s treasury, investment, financial audit, tax strategy/compliance, and corporate structuring activities. In addition to his role with Arthrex, Mr. Hall is also Vice-President of Krisdan Management, Inc. a Single-Family Office. In this capacity, he is responsible for ultra-high net worth tax planning, strategy and compliance, as well as trust and estate planning, investment oversight, philanthropy and financial reporting. Mr. Hall earned a BS in Business Administration and Accounting from North Dakota State University. Mr. Hall is also Florida registered Certified Public Accountant and a member of both the American Institute of Certified Public Accountants (AICPA) and the Florida Institute of Certified Public Accountants (FICPA). Our Board of Directors believes Mr. Hall’s extensive business experience provides him with the qualifications and skills to serve as a director.

Dr. Paul Hobaica, Director. Dr. Hobaica has been a director of the Company since 2023. Dr. Hobaica is a highly accomplished board-certified physician with over 25 years of experience in the medical field. He is a graduate of Bridgewater State University with a degree in business administration. A Massachusetts native, Dr. Hobaica served on the staff at the University of Massachusetts Medical Center from 1996 through 1999 before relocating to Florida in 1999. In Florida, Dr. Hobaica initially joined the emergency department at Naples Community Hospital for a year before starting his own community practice. He also worked as a firefighter and emergency medical technician for several years and developed the only healthcare program specific for the needs of the first responders of Collier County, where he still serves as the District Physician for North Collier Fire Rescue and Immokalee Fire Rescue. Dr. Hobaica joined Arthrex, Inc., in the spring of 2011, where is currently the Corporate Medical Director, providing strategic leadership and direction to the Company’s medical and wellness programs. Our Board of Directors believes Dr. Hobaica’s extensive experience as a physician and his extensive healthcare business experience provides him with the qualifications and skills to serve as a director.

Chris G. Pulos, Director. Mr. Pulos became a director in December 2025. Mr. Pulos brings more than 42 years of executive experience in corporate benefits and insurance strategies, with extensive expertise in financial analysis, plan design, and regulatory compliance. Since 2012, he has served as Senior Vice President for Marsh & McLennan in the Midwest Region, advising employers across diverse industries on cost-effective, member-centric benefit platforms. Mr. Pulos has a deep understanding of the market dynamics driving healthcare and insurance transformation. His background in aligning stakeholders around value-based outcomes directly supports the Company’s strategy to deliver improved access, reduced costs, and coordinated care at scale. He has built a career on forging strong partnerships, fostering innovation, and advancing solutions that benefit both providers and the populations they serve. He served on the board of the Miami Valley Hospital Foundation, helping manage more than $70 million in assets and acting as Chairman during his final two years. He currently serves on the Northmont City School Board, impacting nearly 5,000 students, and has held roles on multiple nonprofit boards including the local Audubon Society. Our Board of Directors believes Mr. Pulos’ extensive business experience in the healthcare industry provides him with the qualifications and skills to serve as a director.

Jason Bishara, Director. Mr. Bishara became a director in December 2025. Mr. Bishara is a seasoned financial-services executive with more than 25 years of experience spanning investment banking, fintech innovation, and insurance-based risk management for public and venture-backed companies. Since 2023, he has served as Executive Vice President and Financial Practice Leader at NSI Insurance Group, one of the five largest privately held insurance agencies in the United States, operating in all 50 states and more than 100 countries. In this capacity, he oversees the firm’s Financial Lines Practice, advising boards, executives, and institutional investors on management-liability products, including Directors & Officers (D&O), Cyber Liability, and Employment Practices Liability (EPLI) coverage. Mr. Bishara began as a retail broker before transitioning into investment banking. As a partner at an investment banking firm acquired by Global Capital in 1999, Mr. Bishara developed a strong foundation in capital markets, corporate finance, and deal structuring. In 2020, he established Gwynella Capital, a family office that maintains $1–2 million in strategic micro-cap positions, emphasizing long-term, non-speculative investments. In 2014, Jason founded JAISIN Insurance, a boutique agency specializing in risk mitigation for small-cap public companies and venture-backed enterprises. JAISIN’s differentiated approach combined deep capital-markets insight with tailored insurance solutions. In 2023, JAISIN Insurance was acquired by NSI Insurance Group, where Mr. Bishara continues to lead the financial-lines division and advise on strategic risk programs for growth-stage and publicly traded companies. Our Board of Directors believes Mr. Pulos’ extensive business experience provides him with the qualifications and skills to serve as a director.

Family Relationships

No family relationships exist between any of our current or former directors or executive officers.

Involvement isin Certain Legal Proceedings

No director, executive officer or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Limitation of Liability of Directors

Our Amended and Restated Articles of Incorporation states that directors and officers shall be indemnified and held harmless to the fullest extend legally permissible under the laws of the State of Nevada, from time to time, against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him/her in connection with acts performed in such capacity. Such right of indemnification shall be a contract right, which may be enforced in aany ~~nay~~ manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding.

Directors’ and Officers’ Liability Insurance

We maintain ~~have obtained~~ directors’ and officers’ professional and general liability insurance ~~insuring~~policies ~~our~~with ~~directors~~third-party ~~against~~insurers ~~liability~~generally on ~~for~~a ~~acts~~claims-made orbasis, ~~omissions~~subject to deductibles, policy aggregates, exclusions, and other restrictions, in ~~their~~accordance ~~capacity~~with asstandard ~~directors~~industry ~~or officers~~practice. ~~Such~~We believe that our insurance ~~also~~coverage ~~insures~~is usappropriate ~~against~~based ~~losses,~~upon ~~which~~our weclaims ~~may~~experience ~~incur~~and inthe ~~indemnifying~~nature and risks of our ~~officers~~business. However, ~~and~~no ~~directors~~assurance can be given that any pending or future claim against us will not be successful or if successful, will not exceed the limits of available insurance coverage. Our business entails an inherent risk of claims of medical malpractice against our affiliated ~~officers~~physicians and ~~directors~~us. ~~shall~~We ~~have~~contract ~~indemnification~~and ~~rights~~pay ~~under~~premiums ~~applicable~~for ~~laws,~~professional ~~our~~liability ~~standard~~insurance ~~indemnification~~that ~~agreement,~~indemnifies us and our ~~articles~~affiliated healthcare ofprofessionals ~~incorporation~~generally ~~and~~on ~~bylaws~~a claims-made basis for losses incurred related to medical malpractice litigation. Professional liability coverage is required in order for our physicians to maintain hospital privileges.

Board Independence

~~Because~~The ~~our~~Nasdaq ~~Common~~listing ~~Stock is~~standards ~~not~~require ~~listed~~that on a ~~national~~majority ~~securities~~of ~~exchange,~~our weBoard ~~are~~of ~~not~~Directors ~~currently~~must ~~required~~be tocomposed ~~comply~~of ~~with~~“independent ~~any~~directors,” ~~board~~which ~~independence~~is ~~requirements.~~defined ~~NASDAQ~~generally ~~Listing~~as ~~Rule 5605(~~a~~)(2)~~ ~~provides that an “independent director” is a~~ person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The ~~NASDAQ~~Board ~~listing~~has ~~rules~~determined ~~provide~~ that aMr. ~~director~~Gasparini, Mr. Hall, Ms. Monahan, Dr. Hobaica, Mr. ~~cannot~~Pulos and Mr. Bishara would be considered independent ~~if:~~directors of the Company. The Board currently consists of eight directors, six of whom are independent.

● the director is, or at any time during the past three years was, an employee of the company;

● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

● a family member of the director is, or at any time during the past three years was, an executive officer of the company;

● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Based on this review, Mr. Gasparini, Ms. Monahan and Mr. Mino would be considered independent directors of the Company.

Board Committees

WeAudit do not have a standing audit committee. Our full board of directors performs the functions usually designated to an audit committee. While Mr. O’Leary qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, he does not qualify as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by NASDAQ Rules. Moreover, none of Mr. Mino, Mr. Gasparini nor Ms. Monahan qualifies as an “audit committee financial expert.” We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our Board of Directors does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committees can be adequately performed by the Board of Directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated positive cash flow to date. If and when we generate increased revenue and positive cash flow in the future, we intend to form a standing audit committee and identify and appoint an independent financial expert to serve on our audit committee.Committee

Our Audit Committee is comprised of independent directors Daniel Hall (Chairperson), Heather Monahan and Jason Bishara. Mr. Hall qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our Compensation Committee is comprised of independent directors Robert Gasparini (Chairperson) and Heather Monahan.

Nominating and Governance Committee

Our Nominating and Governance Committee is comprised of Chris Pulos (Chairperson) and independent director Dr. Paul Hobaica.

Pricing Committee

Our Pricing Committee is comprised of Dr. Michael Dent (Chairperson) and independent director Jason Bishara.

Director Nominees

Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which security holders may recommend nominees to the Board of Directors.

Code of Ethics

We have ~~not yet~~ adopted a ~~Code~~ code of ethics ~~Ethics~~that ~~although~~is weattached ~~expect to adopt one~~ as weExhibit ~~further~~14.1 ~~develop our infrastructure and business~~hereto.

57Insider Trading Policy

~~EXECUTIVE~~We ~~COMPENSATION~~have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

~~We are providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the JOBS Act.~~62

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our highest paid executive officer, for the years ended December 31, ~~2021~~2025 and ~~2020~~2024:

									Stock			Option			All Other
																All Other
			Salary			Bonus			Awards (1)			Awards (2)			Compensation			Total
										Stock			Option			Compen-
Name and Position	Year		($)			($)			($)			($)			($)			($)
				Salary			Bonus			Awards (1)			Awards (2)			sation			Total
Michael Dent	2021			35,000			—			1,525			—			—			36,525
Name and Position	Year			($)			($)			($)			($)			($)			($)
(Chief Executive Officer)	2020			35,000			—			—			—			—			35,000
Michael Dent		2025			35,000			---			---			---			---			35,000
George O’Leary	2021			200,000			21,500			66,025			92,975			—			380,500
(Chief Executive Officer)		2024			35,000			---			---			79,660			---			114,660
(Chief Financial Officer)	2020			193,973			—			18,496			—			—			212,469
Jeremy Daniel (3)		2025			52,250			---			---			---			---			52,250
(Chief Financial Officer)		2024			4,731			---			---			---			---			4,731
George O’Leary (4)		2025			---			---			---			---			---			---
(Chief Financial Officer)		2024			77,327			---			---			---			---			77,327
David Rosal (5)		2025			---			---			---			---			---			---
(Chief Financial Officer)		2024			92,308			---			---			---			---			92,308
Duncan McGillivray (6)		2025			---			---			262,656			---			---			262,656
(Chief Operating Officer)		2024			---			---			---			---			---			---
William Crupi (7)		2025			110,769			---			---			---			---			110,769
(Chief Operating Officer)		2024			98,808			---			---			16,918			---			115,726

(1) Reflects fair value of unrestricted stock awards on the grant date. Stock awards for Mr. ~~O’Leary~~McGillivray include ~~105~~180,000 ~~shares~~restricted ~~granted~~stock inunits, ~~2021~~90,000 ~~pursuant~~of towhich ~~Mr.~~vest ~~O’Leary’s~~monthly ~~Extension~~over ~~Letter~~three ~~Agreement~~years and ~~a bonus grant and 172~~90,~~115~~000 ~~shares~~of ~~granted~~which invest ~~2020~~based ~~pursuant~~on toperformance Mrconditions. ~~O’Leary’s~~Awards ~~Extension~~were ~~Letter~~valued ~~Agreement~~at ~~and~~$1.52 asper ~~compensation~~share, ~~for~~less aan ~~pay~~assumption ~~cut~~for ~~taken~~forfeiture ~~during the early portion~~ of ~~the COVID-19 outbreak. Stock awards for Dr. Dent include 5,000~~ shares ~~granted~~subject ~~in 2021 pursuant~~ to afuture ~~bonus grant~~vesting.

(2) Reflects the grant date fair values of stock options. Option awards for MrDr. ~~O’Leary~~Dent in ~~2021~~2024 include a 10-year option to purchase ~~500~~16,000 shares of Company common stock at an exercise price of $05.~~2675~~69 pursuant to a bonus grant that vested ~~50%~~9,000 onshares upon grant, 7,000 between July 31, 2024 and ~~the~~March ~~balance~~29, ~~equally~~2026, and 4,000 that vest based on ~~each~~fiscal ~~anniversary~~year ~~date~~2024 and 2025 Company performance. Options were valued using a lattice pricing model with stock price of $5.69, a ten-year life, risk free interest rate of 4.20% and volatility of 453.93%. Option awards for ~~three~~Mr. ~~years~~Crupi ~~thereafter~~in 2024 include a 10-year option to purchase 3,000 shares of Company common stock at an exercise price of $8.10 that vest one-third each on June 25, 2025, 2026 and 2027. Options were valued using a lattice pricing model with stock price of $8.10, a ten-year life, risk free interest rate of 4.23% and volatility of 173.09%.

(3)

Mr. Daniel was appointed as Chief Financial Officer of the Company effective January 15, 2025.

(4)

Mr. O’Leary resigned as Chief Financial Officer of the Company effective April 4, 2024. He remains a member of the Board of Directors.

(5)	Mr. Rosal was appointed as Chief Financial Officer of the Company effective March 11, 2024. He resigned from the position effective January 15, 2025.

(6)	Mr. McGillivray was appointed as Chief Operating Officer of the Company effective December 8, 2025. He did not receive any salary compensation paid in 2025.

(7)	Mr. Crupi was appointed as Chief Operating Officer of the Company effective June 25, 2024. Prior to June 25, 2024, Mr. Crupi was employed by the Company in a non-executive role since April 23, 2023. Mr. Crupi resigned as Chief Operating Officer of the Company effective November 21, 2025.

Employment Agreements

Dr. Michael Dent

On July 1, 2016, we entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of ~~our~~the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent, or ~~us and provides for an initial annual base salary of $70,000. Dr. Dent is eligible to receive performance-based incentives, pro-rated for~~ the ~~number of months of service in any given year~~Company. Annual bonuses are awarded based on set annual target incentives for executives and other senior ranking employees that are to be determined by the to-be-established Compensation Committee of the Board of Directors. In addition, Dr. Dent is also entitled to receive 500,000 time-based options, as well as 500,000 performance-based options, all of which vest in accordance with the schedule set forth in the employment agreement. If Dr. Dent’s employment is terminated by us (unless such termination is “For Cause” (as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of ~~separation~~termination.

~~George~~Outstanding ~~O’Leary~~Equity Awards at Fiscal Year-End

OnThe ~~July~~following 1,table ~~2018, we entered into an employment agreement with Mr. George~~contains ~~O’Leary,~~information ~~our~~concerning ~~Chief~~unexercised ~~Financial~~options; ~~Officer~~shares ~~and a member~~ of ~~our~~stock ~~Board~~that ofhave ~~Directors.~~not ~~Mr.~~vested; ~~O’Leary’s employment agreement provides for an annual base salary of $200,000. Mr. O’Leary is also eligible to receive performance-based cash bonuses, stock grants,~~ and ~~stock~~ ~~option~~equity ~~grants.~~incentive Inplan ~~connection~~awards ~~with~~outstanding ~~the agreement, Mr. O’Leary was also granted (i) 100,000 shares our common stock on each~~ as of ~~July 1, 2018, 2019, 2020 and 2021, and (ii) a 10-year option to purchase 1,200,000 shares of Company common stock at an exercise~~December ~~price of $0.~~31, of2025 ~~which~~with ~~150,000~~respect ~~vested on July 1, 2019, 450,000 vest monthly from July 1, 2019~~ to ~~July 1, 2022 and 600,000 vest based on specified performance measures related to~~ the ~~Company’s~~executive ~~fiscal~~officers ~~years~~named ~~2018 through 2021. Mr. O’Leary’s employment agreement expired on June 30, 2022. If Mr. O’Leary’s employment is terminated by us (unless such termination is “For Cause” as defined~~ in ~~his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary for a period of six months beginning on~~ the ~~date~~Summary ofCompensation ~~termination.~~Table:

					Number of
					Securities
	Number of Securities				Underlying
	Underlying				Unexercised		Option
	Unexercised Options				Unearned		Exercise		Option
	Exercisable		Unexercisable		Options		Price		Expiration
	(#)		(#)		(#)		($)		Date
Michael Dent		7,500		---		---	$	8.0000		7/1/2026
(Chief Executive Officer)		290		---		---	$	6.9000		12/21/2033
		14,000		6,000		6,000	$	5.6900		3/28/2034

Jeremy Daniel		---		---		---		---		---
(Chief Financial Officer)

George O’Leary		---		---		---		---		---
(Chief Financial Officer)

David Rosal		---		---		---		---		---
(Chief Financial Officer)

Duncan McGillivray		---		---		---		---		---
(Chief Operating Officer)

William Crupi (1)		725		---		---	$	6.9000		2/21/2026
(Chief Operating Officer)		1,000		2,000		2,000	$	8.1000		2/21/2026

~~Grants~~(1) ofOptions ~~Plan~~expire ~~Based~~3 ~~Awards~~months ~~and~~after ~~Outstanding~~termination ~~Equity~~of ~~Awards at Fiscal Year-End~~employment

~~The~~On ~~following~~January ~~table~~1, ~~contains~~2016, our Board ~~information~~adopted ~~concerning~~the ~~unexercised~~2016 ~~options~~Employee ~~that~~Equity ~~have~~Incentive ~~not~~Plan ~~vested~~(the as“2016 EIP”) for the purpose of ~~December~~having 31equity awards available to allow for equity participation by our employees. The 2016 EIP allowed for the issuance of up to 15,503,680 ~~2021~~shares ~~with~~of ~~respect~~our common stock to ~~the~~employees, which ~~executive~~may ~~officers~~have ~~named~~been issued in the form of stock options, stock appreciation rights, or common shares. The 2016 EIP was governed by our Board, or a committee appointed by the ~~Summary~~Board. ~~Compensation~~The ~~Table:~~2016 EIP expired during 2021 but allows for the prospective issuance of common shares upon vesting of stock awards or exercise of stock options granted prior to expiration of the 2016 EIP.

					Number of
					Securities
	Number of Securities				Underlying
	Underlying				Unexercised		Option
	Unexercised Options				Unearned		Exercise		Option
	Exercisable		Unexercisable		Options		Price		Expiration
	(#)		(#)		(#)		($)		Date
Michael Dent		750,000		—		—	$	0.08	7/1/2026
(Chief Executive Officer)
George O’Leary		400,000		—		—	$	0.08	7/1/2026
(Chief Financial Officer)		825,000		225,000		225,000	$	0.31	6/30/2028
		250,000		250,000		250,000	$	0.2675	11/22/2031

On September 9, 2021, our Board adopted the 2021 Employee Equity Incentive Plan (the “2021 EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The 2021 EIP was approved by a majority of our stockholders pursuant to a written resolution on September 13, 2021. The 2021 EIP allows for the issuance of up to 20,000,000 shares of our common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by our Board, or a committee that may be appointed by our Board in the future.

On January 1, 2016, our board adopted the 2016 Employee Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation by our employees. The 2016 EIP allowed for the issuance of up to 15,503,680 shares of our common stock to employees, which may have be issued in the form of stock options, stock appreciation rights, or common shares. The 2016 EIP was governed by our board, or a committee be appointed by the board. The plan expired during 2021 but allows for the prospective issuance of additional shares of common stock upon the vesting or exercise of awards made prior to expiration of the plan.64

On September 9, 2021, our board adopted the 2021 Employee Equity Incentive Plan (the “2021 EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The 2021 EIP was approved by a majority of our shareholders pursuant to a written resolution on September 13, 2021. The 2021 EIP allows for the issuance of up to 20,000,000 shares of our common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by our board, or a committee that may be appointed by our board in the future.

Director Compensation

~~Our~~The ~~outside~~following ~~directors~~table ~~each~~sets forth ~~receive~~information regarding compensation ~~equal~~paid to ~~$20,000~~our inoutside ~~shares~~directors offor ~~restricted~~the ~~stock~~year ~~per~~ended ~~annum. As of~~ December 31, ~~2021 and 2020, we had 399,912 and 655,925 shares, respectively, issuable to our directors under such compensation arrangements~~2025.

Non-equity

Nonqualified

Fees

Incentive

Deferred

All

Earned

Plan

Compen-

Other

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