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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File Number: 000-52218

Theralink Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada

20-2590810

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification Number)

15000 W. 6th Avenue, Suite 400 Golden, CO 80401		(~~720~~888) ~~420~~585-~~0074~~4923
(Address of principal executive offices and zip code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.0001

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $32.95 million as of March 31, ~~2022~~2023.

The registrant had 6,151,499,919 shares of its common stock, par value $0.0001, issued and outstanding as of ~~December~~January 294, ~~2022~~2024.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1517
Item 1B.	Unresolved Staff Comments	2531
Item 2.	Properties	25
Item 1C.	Cybersecurity	31
Item 3	Legal Proceedings	26
Item 2.	Properties	31
Item 4.	Mine Safety Disclosures	26
Item 3	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2732
Item 6.	~~Selected Financial Data~~Reserved	2732
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2733
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	3940
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	40
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	40
Item 11.	Executive Compensation	4440
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4940
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5040
Item 14.	Principal Accounting Fees and Services	5440
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	5541
Item 16	Form 10-K Summary	5642
	Signatures	5743

This Annual Report on Form 10-K refers to trademarks, such as Theralink, which are protected under applicable intellectual property laws and are our property. This Form 10-K also contains trademarks, service marks, copyrights and trade names of other companies which are the property of their respective owners. Solely for convenience, our trademarks and tradenames referred to in this Form 10-K may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this report, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements appear in a number of places, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements represent our reasonable judgment about the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “should,” “plan,” “potential,” “project,” “will,” “would” and other words of similar meaning, or the negatives of such terms or other variations. These include, but are not limited to, statements relating to the following:

●	projected operating or financial results, including anticipated cash flows used in operations;
●	expectations regarding capital expenditures, research and development expenses and other payments;
●	our beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing; and
●	our beliefs, assumptions and expectations about the regulatory approval for our technology including, but not limited to our ability to obtain regulatory approval in a timely manner or at all.

Any or all of our forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors including, among others:

● our ability to continue as a going concern; ● our ability to become current in filing all reports required to be filed by us under Section 13 or 15(d) of the Securities Exchange Act of 1934; ● our ability to maintain pricing; ● our ability to employ skilled and qualified workers; ● the fact that we have incurred significant losses since inception, expect to incur net losses for at least the next several years and may never achieve or sustain profitability; ● the loss of key management personnel upon whom we depend; ● our ability to fund our operations; ● inadequate insurance coverage for certain losses or liabilities; ● our ability to navigate the regulatory approval process in the U.S. and other countries, and our success in obtaining required regulatory approvals on a timely basis; ● commercial development of technologies that compete with our technology; ● the actual and perceived effectiveness of our technology, and how the technology compares to competitive technologies; ● the rate and degree of market acceptance and clinical utility of our technology; ● ~~adverse effects of~~ the ~~recent and ongoing COVID-19 pandemic; ● the~~ strength of our intellectual property protection, and our success in avoiding infringement of the intellectual property rights of others; ● regulations affecting the health care industry; ● adverse developments in our research and development activities; ● potential liability if our technology causes illness, injury or death, or adverse publicity from any such events; ● our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) and obtain financing when required; ● impacts from the announcement that we have entered into a merger agreement with IMAC Holdings, Inc. and IMAC Merger Sub, Inc. (the “Merger”); and ● our expectations with respect to future licensing, partnering or acquisition activity.

In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, some of which are included elsewhere in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have included important factors in the cautionary statements included in this Annual Report on Form 10-K. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement should be relied upon. Our actual future results may vary materially from those expressed or implied in any forward-looking statements. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as otherwise required by applicable law.

We urge you to read this entire Annual Report on Form 10-K, including the “Risk Factors” section and the financial statements and related notes included herein. As used in this Annual Report, unless context otherwise requires, the words “we,” “us”, “our,” “the Company,” “Theralink” and “Registrant” refer to Theralink Technologies Inc. including subsidiaries and predecessors. Also, any reference to “common shares,” or “common stock,” refers to our common stock, par value $0.0001 per share.

PART I

ITEM 1. BUSINESS

~~Corporate History and Structure~~Overview

Theralink Technologies, ~~Inc.,~~is ~~formerly~~a ~~OncBioMune~~precision ~~Pharmaceuticals,~~medicine ~~Inc.~~company ~~(the~~with ~~“Company”), was~~ a ~~clinical~~nationally CLIA-~~stage~~certified ~~biopharmaceutical company~~and ~~engaged~~CAP-accredited laboratory in ~~the~~Golden, Colorado. ~~development~~Theralink’s ofunique ~~novel~~and ~~cancer~~patented ~~immunotherapy~~Reverse ~~products,~~Phase ~~with~~Protein aArray ~~proprietary~~(RPPA) ~~vaccine~~ technology. Onplatform ~~June~~can 5,quantify ~~2020,~~protein signaling ~~the~~to ~~Company~~support ~~acquired~~oncology ~~the~~clinical ~~assets~~treatment ~~(the~~decisions ~~“Asset~~and ~~Sale~~biopharmaceutical ~~Transaction”)~~drug ofdevelopment. ~~Avant~~Since ~~Diagnostics,~~protein ~~Inc.,~~signaling ais ~~Nevada~~responsible ~~corporation~~for the ~~established~~development inand ~~2009~~progression ~~(“Avant”)~~of cancer, ~~pursuant~~nearly toall ~~the~~FDA-approved ~~Asset~~cancer ~~Purchase~~therapeutics ~~Agreement~~target ~~dated~~proteins, ~~May~~not ~~12,~~genes. ~~2020~~The ~~between~~Theralink® ~~the~~RPPA technology ~~Company~~can ~~and~~reveal ~~Avant (~~the ~~“Asset~~protein ~~Purchase~~drug ~~Agreement”~~target(s). ~~Avant~~that ~~was~~are aessentially ~~commercial-stage~~turned ~~precision~~“on” ~~medicine~~in ~~and~~a ~~molecular~~patient’s ~~data-generating~~cancer ~~company that~~and ~~focuses~~may onhelp support the ~~development~~most ~~and~~effective ~~commercialization~~treatment ofplan ato ~~series~~turn ofthose ~~patented~~proteins “off”. Therefore, ~~proprietary~~the ~~data-generating~~Theralink® ~~assays~~RPPA technology is a critical tool that may ~~provide important~~empower oncologists with actionable information ~~for~~to ~~physicians~~effectively ~~and~~treat ~~patients~~a cancer patient, aswhich ~~well~~is asoften ~~biopharmaceutical~~missed ~~companies,~~by instandard proteomic ~~the~~and ~~areas~~genomic ~~of oncology~~testing.

~~Pursuant~~Our tocommercially ~~the~~available ~~Asset~~Lab ~~Purchase~~Developed ~~Agreement~~Test (LDT), the ~~Company~~Theralink® ~~acquired~~Assay ~~substantially~~for ~~all~~Breast ofCancer, ~~the~~is ~~assets~~currently ofbeing ~~Avant~~utilized ~~and~~by ~~assumed certain of its liabilities.~~oncologists ~~Upon~~across the ~~terms~~United ~~and~~States ~~subject~~ to ~~the~~assist ~~conditions~~in ofmaking the ~~Asset~~most ~~Purchase~~targeted ~~Agreement,~~treatment ~~Avant~~plan ~~sold~~for totheir ~~the~~patients ~~Company,~~with ~~all~~advanced ofbreast ~~Avant’s~~cancer. ~~title~~In ~~and~~2023, ~~interest~~Theralink ~~in,~~began toreceiving ~~and~~reimbursement ~~under~~for ~~all~~this oftest ~~the~~by ~~assets,~~Medicare ~~properties~~ and ~~rights~~certain ofthird-party ~~every~~payors. ~~kind~~The ~~and~~Theralink® ~~nature,~~test ~~whether real, personal or mixed, tangible~~determines orwhich ~~intangible~~drug target(~~including goodwill~~s), ~~wherever~~are ~~located~~present and ~~whether existing~~ /or ~~hereafter~~activated ~~acquired,~~and ~~except~~may ~~for~~reveal to the ~~specific~~oncologist ~~excluded assets,~~ which ~~relate~~patients ~~to, or~~ are ~~used~~predicted orto ~~held~~be ~~for~~responders ~~use in connection with, Avant’s business. The Company also hired Avant’s employees~~versus ~~upon~~non-responders ~~consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, the Company issued~~ to ~~Avant 1,000 shares of~~ a ~~newly~~particular ~~created Series D-1 Preferred Stock which held 54~~therapeutic.~~55%~~ ofThe ~~all~~test ~~voting~~may ~~rights~~provide ontherapeutic anrecommendations ~~as-converted basis with the common stock. Upon the effectiveness of an increase of the Company’s authorized shares of common stock from 6,666,667 shares~~ to ~~12,000,000,000 shares,~~support ~~all~~oncologist ~~such~~treatment ~~shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,549,184 shares of the Company’s~~selection ~~common stock. Avant possessed majority voting control~~ of the ~~Company~~best ~~immediately~~therapy ~~following~~option ~~the~~– ~~Asset~~which ~~Sale~~may ~~Transaction~~improve ~~and~~patient ~~controlled the~~response Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net assets by Avant and aconsequently ~~recapitalization~~save ~~of Avant. Avant is considered~~ the ~~historical~~healthcare ~~registrant~~system ~~and~~substantial ~~the historical operations presented are those of Avant since Avant obtained 54~~dollars.~~55% majority voting control of the Company. All share and per share data in the accompanying financial statements and footnotes has been retrospectively adjusted for the recapitalization.~~

OnThe ~~June~~currently 5,available ~~2020,~~Theralink® ~~pursuant~~Assay tofor ~~the~~Breast ~~Asset~~Cancer ~~Purchase~~will ~~Agreement,~~be ~~the~~followed ~~Company;~~by ~~(i)~~the ~~entered~~Theralink® ~~into~~Pan-Tumor anAssay ~~employment agreement with Dr~~1.0, ~~Michael~~expected ~~Ruxin~~ to ~~serve~~launch in as2024 ~~the~~to ~~Company’s~~include ~~Chief~~ovarian, ~~Executive Officer~~endometrial, ~~President~~ and ahead ~~director;~~& ~~(ii)~~neck ~~entered~~cancers. ~~into~~The antest ~~employment~~is ~~agreement~~expected ~~with~~to ~~Jeffery Busch~~expand tofurther ~~serve~~in as2024 to the ~~Company’s~~Theralink® Pan-Tumor ~~Chairman~~Assay of2.0 to support the ~~Board~~treatment of ~~Directors~~colorectal, ~~and;~~prostate, ~~(iii)~~pancreatic, ~~appointed~~lung, ~~Yvonne~~and ~~Fors~~other tosolid ~~its~~tumor ~~Board~~cancer ~~of Directors~~indications.

On ~~August~~May 1423, ~~2020~~2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IMAC Holdings, Inc. (“IMAC”) and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company’s Board ~~appointed~~of MrDirectors unanimously approved the Merger Agreement. ~~Andrew~~Under ~~Kucharchuk~~the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock and each share of our preferred stock issued and outstanding as ~~Acting~~of ~~Chief~~immediately ~~Financial~~prior ~~Officer~~to completion of the Merger will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the “IMAC Shares”) such that the total number of IMAC Shares issued to the holders of our common and preferred stock shall equal 85% of the total number of IMAC Shares outstanding as of the completion of the Merger. The completion of the Merger is subject to the satisfaction of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of voting stock of Theralink, and (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the votes cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of each of IMAC’s and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The Company is currently working with IMAC to facilitate the completion of the merger in early 2024.

OnTheralink ~~August~~Tumor ~~14,~~Biomarker 2020, the Board approved a change in the Company’s fiscal year end from December 31 to September 30, effective immediately for the current fiscal year, and for all subsequent years until such time as the Board resolves to amend such fiscal year end. The fiscal year has been changed to conform to the September 30 fiscal year end of Avant which is the historical registrant as a result of the Asset Sale Transaction consummated on June 5, 2020 and therefore, no transition report is required.Platform

OnThe ~~September~~Theralink ~~24,~~test ~~2020,~~uses ~~Andrew~~Reverse ~~Kucharchuk~~Phase ~~resigned~~Protein ~~from~~Array ~~his~~(RPPA) ~~position~~technology asto ~~Acting~~measure ~~Chief~~the ~~Financial~~abundance ~~Officer.~~and ~~Mr.~~activation ~~Kucharchuk~~of ~~continues~~cell tosurface ~~serve~~proteins and astheir adownstream ~~director~~signaling onpathways. These proteins are considered biomarkers in the ~~Company’s~~medical ~~Board~~field. Biomarkers are part of ~~Directors~~a relatively new clinical toolset categorized by their clinical applications. OnThe ~~the~~four ~~same~~main ~~day,~~classes ~~the~~are ~~Company~~molecular, ~~appointed~~physiologic, ~~Thomas~~histologic, Eand radiographic biomarkers. ~~Chilcott~~All four types of biomarkers have a clinical role in narrowing or guiding treatment decisions and follow a sub-categorization of either predictive, ~~III~~prognostic, toor diagnostic. Biomarkers serve as the drug targets for most FDA-approved and investigational therapies for cancer. Theralink may aid in determining the ~~Chief~~ideal ~~Financial~~prescribed ~~Officer~~medication for patients based on the unique protein characteristics of their cancer.

OnOur ~~April~~highly 1,sensitive ~~2022,~~analyses ~~the~~of ~~Board~~identified ofbiomarkers ~~Directors~~have ~~was~~the ~~expanded~~potential to ~~six~~empower ~~members~~physicians to improve treatment decisions through better prediction of treatment outcomes. ~~Danica~~The ~~Holley~~biomarker ~~and~~information ~~Matthew~~might ~~Schwartz~~prevent ~~were~~the ~~appointed~~patient from being exposed to ~~these~~toxic ~~newly~~treatments that may ~~created~~be ~~positions~~unlikely to deliver clinically meaningful benefits while potentially guiding physicians in prescribing treatments likely to yield maximum results.

~~Business~~The ~~Model~~Theralink platform can be used for multiple applications in therapeutic clinical trials, including:

~~The Company~~● isPatient aselection ~~commercial-stage,~~to ~~precision~~enroll ~~medicine,~~clinical ~~molecular~~trials ~~data-generating~~with ~~company~~the ~~that~~patients ~~focuses~~best onsuited for the ~~development~~therapeutic ~~and~~● ~~commercialization of~~Studies ato ~~series~~explore ofthe ~~proprietary~~mechanisms ~~data-generating~~by ~~assays~~which ~~that~~a ~~may~~therapeutic ~~provide~~benefits ~~important~~patients ~~actionable~~● ~~information~~Identification ~~for~~of ~~physicians,~~how ~~patients~~a ~~and~~patient ~~biopharmaceutical companies,~~becomes inresistant ~~the~~to ~~area~~a oftherapeutic ~~oncology.~~● ~~The~~Identification ~~Company’s~~of ~~objective~~what isthe therapeutic does to ~~commercialize~~the body and what the ~~technology~~body ~~originally~~does ~~developed by~~to ~~Theranostics~~the ~~Health,~~therapeutic ~~Inc.~~to ~~This~~support ~~technology~~clinical isapplication ~~differentiated~~decisions ~~due~~(i.e., ~~to:~~dose-response, endpoint measurements)

● An exclusive license agreement with George Mason University (“GMU”). ● A patent portfolio licensed from GMU and the National Institute of Health (“NIH”).

●Theralink measures ~~Access~~active to(also ~~GMU’s~~referred ~~well-published~~to ~~subject~~as ~~matter~~phosphorylated) ~~experts~~proteins ~~and their pioneering work~~ in ~~phosphoproteomic-based~~tumor ~~biomarker diagnostics~~tissues. ●Active ~~Expertise~~(phosphorylated) inproteins ~~cancer~~are ~~biomarker~~targets ~~and~~for ~~data-generating laboratory testing data~~oncology therapeutics. ●Examples ~~Development~~ of ~~proprietary,~~tumor ~~cutting-edge~~indications ~~assays~~for ~~focused~~application ondevelopment ~~precision~~include, ~~oncology~~but ~~care.~~are ●not ~~Building~~limited ~~revenue streams based on our proprietary technology.~~to:

	●	Breast Cancer
	●	Gynecological Cancers
	●	Pancreatic Cancer
	●	Colorectal Cancer
	●	Liver Cancer
	●	Kidney Cancer
	●	Head and Neck Cancers
	●	Non-Small Cell Lung Cancer

Theralink is advancing proprietary technology in proteomics research. This sector has emerged in the high-growth field of precision medicine. This technology is intended to generate an accurate and comprehensive portrait of protein pathway activation in diseased cells from each patient, which may enable physicians to identify and match individuals with optimal targeted therapies. Also, our technology allows a superior quantitative measurement of the level of activation. Theralink’s RPPA technology surpasses conventional measurement methods in both quantitative capacity and sensitivity. Our lab developed tests may prove highly useful for oncology patient management by improving targeted therapy drug selection, chemotherapy drug selection, immunotherapy drug selection, and optimizing combination therapy selection.

The biomarker and data-generating tests provide biopharmaceutical companies, clinical scientists, and physicians with molecular-based guidance as to which patients may benefit from newly developed or repurposed molecular targeted therapeutics for treating various life-threatening oncology diseases. This addresses the core aspect of precision oncology treatment by identifying which individuals are more likely to respond to specific targeted molecular therapies, thus forming the basis for personalized medicine.

We benefit from a portfolio of ten patents derived from licensing agreements with the US Public Health Service, the federal agency that supervises the National Institutes of Health (NIH), which provides us with broad protection around its technology platform, George Mason University (GMU), which provides access to additional intellectual property around improvements to the technology platform and biomarker signatures that form the basis for future proteomics products and Vanderbilt University (Vanderbilt), which provides a predictor of response to immunotherapy in cancer. The current assay consists of a panel of 32 protein drug targets/biomarkers, nearly all of which are specifically covered by a suite of issued patents licensed exclusively to the Company. These patents are critical to the Company’s business because the intellectual property covers the use of these specific protein biomarkers on the Theralink test for the identification and optimization of which drug and which specific combination of drugs is most likely to work for each specific patient: the hallmark of patient-tailored therapy. The intellectual property covers the use of these specific markers as well as the analysis of protein drug target activation mapping in general for patient-tailored therapeutic drug selection for breast cancer, lung cancer, colorectal cancer, as well as many other solid tumors. Moreover, our issued patent portfolio covers the use of these markers for patient-tailored therapeutic selection of a broad number and type of FDA approved and experimental therapeutics.

Theralink is committed to advancing the technology from GMU, the NIH and Vanderbilt as a platform for developing new clinical biomarkers. These biomarkers and monitoring products may have the ability to provide biopharmaceutical companies and doctors with critical molecular-based knowledge to potentially make the best therapeutic decisions based on a patient’s unique, individual medical needs.

Our Business Strategy

Our strategy is to use the RPPA technology licensed from GMU, the NIH and Vanderbilt to take advantage of the new opportunities that are evolving in the precision medicine industry, both for oncologists and their patients and biopharma companies. We offer specialized protein testing through RPPA that may guide treatment decisions. These novel data-generating technologies are based on patented and proprietary technology that is well-suited to be run in a central or regional laboratory utilizing samples that are collected by healthcare providers and sent to our authorized CLIA certified testing facility for processing. We provide comprehensive and actionable insights that may improve patient outcomes in advanced stage breast cancer today and eventually across gynecological cancers, head and neck cancers, gastrointestinal cancers, lung, pancreatic and other solid tumors.

Theralink is helping answer critical clinical questions faced by physicians, researchers, and biopharmaceutical companies. To achieve this, we intend to:

	●	Drive increased awareness, adoption, and create access to Theralink for patients facing a diagnosis of advanced stage breast cancer.
	●	Attain reimbursement for our Proprietary Laboratory Analyses (“PLA”) code for our pan-tumor Theralink test, commence mass marketing: explore international partnerships and start to review potential opportunities in Canada, Asia and Europe.
	●	Expand our network in Research and Development and Research Use Only (RUO) testing with strategic partners to broaden access, and further enhance the capabilities of our proprietary technology for all patients with solid tumors.
	●	Deepen our relationships with current biopharmaceutical clients and establish new client opportunities.
	●	Build out our commercial infrastructure across marketing, sales, strategic accounts, medical affairs and client services.
	●	Complete clinical outcomes studies with key National Comprehensive Cancer Network locations to bolster the clinical evidence dossier.
	●	Advance the managed market strategy to expand coverage and reimbursement while working to continually improve the visibility of the cost effectiveness of our testing and improved downstream outcomes among payers.
	●	Work closely with biopharmaceutical companies to have the Theralink test named as a Companion Diagnostic.

Theralink has a new and significant market opportunity due to the emergence of novel therapeutics that target a well-understood breast cancer biomarker known as human epidermal receptor 2 (HER2). HER2 is critical to normal mechanisms of healthy cells; however, the over-expression of HER2 in breast cancer triggers the cancer to progress and metastasize. Historically, therapeutics that target HER2 (e.g., trastuzumab) have been effective in treating patients with high HER2 expression detected with standard clinical tests. However, new HER2-targeted therapeutics (e.g., trastuzumab deruxtecan) are effective in treating patients with low amounts of HER2, which standard methods cannot detect. Therefore, there is a critical unmet need for a sensitive and non-subjective test to measure HER2 to empower oncologists to select the most effective HER2-targeted therapy. Traditional genomic, transcriptomic, and proteomic tests are limited in identifying and selecting patients that would effectively respond to these therapeutics and those that would not. Theralink intends to exploit this unique market opportunity.

Competitive Strengths

We believe that we have a number of competitive advantages including:

	●	Our RPPA technology addresses current limitations in predicting response to targeted therapeutics. Most targeted therapeutics are designed to “turn off” activated protein signaling that drives cancer progression and metastasis. The RPPA technology was designed to measure the activated of (phosphorylated) proteins and their activity in a patient’s cancer. Other clinical technologies fail to measure activated proteins due to various factors. Immunohistochemistry requires harsh chemicals that strip the protein of the markers that deem it “active”. Mass spectrometry does not have the sensitivity required to measure activated proteins with the minimal amount of clinical sample available from a patient biopsy. Genomic testing and transcriptomic testing (ex. RNA sequencing) do not directly measure the amount of active protein. Due to the limitations of our rival technologies, we are uniquely positioned to offer the most direct evaluation of activated protein abundance in clinical specimens, and we predict that this ability will be an essential advantage in predicting therapeutic response to targeted protein inhibitors.

	●	Our technology platform is built to directly achieve clinical utility. Our clinical test and future tests are designed to directly measure the abundance and activation of the targets of marketed therapeutics and those in development. Guidance and advisement from key opinion leaders on impactful biomarkers is also considered in selecting biomarkers for evaluation. This will yield results that demonstrate immediate clinical utility, as the biomarker data can be directly linked to a method of therapeutic intervention. Additionally, the platform can be tailored to the specific needs of biopharma clients by selecting targets that can investigate the efficacy of their therapeutics in development and identify mechanisms of potential resistance and feedback. The platform requires no significant modification from the preclinical setting to clinical trials, to companion diagnostic, making it ideal for long term partnerships in drug development.

	●	Our RPPA platform can be tailored and scaled for Companion Diagnostic (CDx) development. CDx results are intended to facilitate therapy selection by elucidating the efficacy of a specific drug or drug class for specific cohorts of patients within which a given patient is placed. Companion diagnostic companies are of particular interest to both drug development companies and physicians. Drug development companies benefit from the results of CDx tests by improving their accuracy in selecting patients for clinical trials who are most likely to benefit from the therapeutic they are developing. Physicians may benefit from improved decision-making information by allowing them to match a specific patient with the most effective treatment option. The basis of the effectiveness of companion diagnostic tests is built upon surrogate biomarkers, which are intended to measure the effect of a specific pharmaceutical treatment and its correlation to a biomarker, or endpoint. Theralink believes the most effective method to aid in therapy selection is by taking a specialized proteomic approach to tumor analysis. The platform can be used to identify biomarkers of response in model systems or clinical trials and then the selected biomarker(s) can be developed to a clinical grade companion diagnostic.

	●	Our RPPA platform is easily implemented into clinical practice and does not require any deviations from routine procedure for tissue/tumor sample preparation in the clinic. The platform was designed to work with the same biopsy tissue blocks and sections used in routine immunohistochemistry and genetics testing, with similar sample requirements. We will not face challenges or hesitance of adoption based on challenges to accommodating impractical requirements for tissue/tumor sample assessment.

	●	Our RPPA technology can be applied to any solid tissue disease. Currently, the platform is employed to identify targets for therapeutic intervention in breast cancer. The platform can easily be used to concurrently identify activated targets in other solid tissue cancers such as lung, prostate, ovarian, colorectal, bladder, head and neck, endometrial and any other cancer where a solid tissue biopsy is available. Long term, the platform can be used to expand beyond cancer to biomarker discovery in significant ailments such as nonalcoholic fatty liver disease, diabetic foot ulcer, and dysfunctions of the central nervous system. The technology has also been previously applied to other sample inputs of interest including exosomes, peripheral blood mononuclear cells, and hair.

	●	The Theralink leadership team has broad expertise in the oncology market. The team has many years of professional experience in clinical proteomics, demonstrated research, scientific expertise, commercialization of novel products which is paired with the Company’s novel intellectual property.

Business Model

The Company is a commercial-stage, precision medicine, molecular data-generating company that focuses on the development and commercialization of a series of proprietary data-generating assays that may provide important actionable information for physicians, patients and biopharmaceutical companies, in the area of oncology. The Company’s objective is to commercialize it’s technology. This technology is differentiated due to:

	●	An exclusive license agreement with Vanderbilt and George Mason University (“GMU”).

	●	A patent portfolio licensed from Vanderbilt, GMU and the National Institute of Health (“NIH”).

	●	Access to Vanderbilt’s and GMU’s well-published subject matter experts and their pioneering work in phosphoproteomic-based biomarker diagnostics.

	●	Expertise in cancer biomarker and data-generating laboratory testing data.

	●	Development of proprietary, cutting-edge assays focused on precision oncology care.

	●	Building revenue streams based on our proprietary technology.

Theralink is advancing proprietary technology in the field of phosphoproteomic research, a sector which has emerged as one of the most exciting new components in the high-growth field of precision molecular diagnostics. This technology is intended to make it possible to generate an accurate and comprehensive portrait of protein pathway activation in diseased cells from each patient, which may enable providers to identify and match individuals with optimal targeted molecular therapies. This technology enables the quantitative measurement of the active protein(s) in cancer cells and their level of activation. The technology’s measurement sensitivity is many times greater than conventional mass spectrometry and other protein immunoassays. Initially spun-out from GMU in 2006, and subsequently elevated to the federal government’s Center for Medicare & Medicaid Services’ (“CMS”) and Clinical Laboratory Improvement Amendments (“CLIA”) standards, Theralink’s assay may prove highly useful for oncology patient management by improving (i) chemotherapy drug selection; (ii) immunotherapy drug selection; and (iii) optimizing combination therapy selection.

The biomarker and data-generating tests provide biopharmaceutical companies, clinical scientists and physicians with molecular-based guidance as to which patients may benefit from new molecular targeted therapeutics being developed for use in treating various life-threatening oncology diseases. These tests may also provide guidance to physicians on existing treatment standards that are recognized as the standard of care in the oncology treatment community. This addresses the core aspect of precision oncology treatment by identifying which individuals are more likely to respond to specific targeted molecular therapies, thus forming the basis for personalized medicine.

The technology is based upon the pioneering work of three noted scientists, Drs. Lance Liotta, Emanuel Petricoin and Virginia Espina, in proteomic-based precision medicine. Theralink benefits from a portfolio of intellectual property derived from licensing agreements with:

	●	The US Public Health Service (“PHS”), the federal agency that supervises the National Institutes of Health (“NIH”), which provides the Company with broad protection around its technology platform; and

	●	GMU, which provides access to additional intellectual property around improvements to the technology platform and biomarker signatures that form the basis for future phosphoproteomics products.

Theralink is committed to advancing the technology from GMU and the NIH as a platform for the development of new clinical biomarkers. These biomarkers and monitoring products may have the ability to provide biopharmaceutical companies and doctors with critical molecular-based knowledge to potentially make the best therapeutic decisions based on a patient’s unique, individual medical needs.

Milestones

In the ~~twelve~~next ~~months~~fiscal ~~following September 30~~year, ~~2022,~~ the Company intends to focus on completing key milestones to create value for both investors and the healthcare industry. These milestones include:

● ~~Establishing~~Hiring ~~laboratory~~additional ~~Standard~~lab ~~Operating~~techs ~~Procedures~~and ~~(“SOP’s”)~~strategic sales consultants and deploying the expanded workforce to ~~comply~~drive ~~with~~growth, ~~New~~revenue ~~York~~and ~~CLIA~~meaningful ~~standards~~patient results; ● ~~Hiring~~Completion ~~additional~~of ~~lab~~outcomes ~~techs~~studies with key NCCN (National Comprehensive Cancer Network) locations to drive adoption guidelines and ~~sales~~payor ~~consultants;~~coverage ● ~~Choosing~~Completion of the selection process for members to sit on our Clinical and Scientific Advisory Boards;

● Continuing to validate additional Theralink cancer biomarker technology under CAP/CLIA standards for a pan tumor assay to provide personalized medicine regarding treatment options for biopharmaceutical companies, clinical oncologists and their cancer patients; ● Continuing to partner with pharmaceutical companies to perform oncology-related data-generating testing services which may generate additional revenues and ● Upgrade manufacturing capabilities to prepare for the increase of patient samples ● Incorporate Artificial Intelligence to increase the efficiency of our assay ● Continuing to seek financing to grow the Company.

Market Overview

The Theralink technology focuses on the oncology discipline of molecular pathology. Within oncology, Theralink is developing tests related to breast cancer, gynecologic cancer, gastrointestinal (“GI”) cancer, non-small cell lung cancer and pancreatic cancer. Within the clinical precision oncology space, Theralink aims to be a leading Companion Diagnostics (“CDx”) provider by delivering assays that are intended to assist physicians when making pharmaceutical treatment decisions for a given patient. The license granted under the GMU licensing agreement excludes biomarkers for lung, ovarian and breast cancer in a diagnostic field of use.

CDx results are intended to facilitate therapy selection by elucidating the efficacy of a specific drug or drug class for specific cohorts of patients within which a given patient is placed. Companion diagnostic companies are of particular interest to both drug development companies and physicians. Drug development companies benefit from the results of CDx assays by improving their accuracy in selecting patients for clinical trials who are most likely to benefit from the therapeutic they are developing. Physicians may benefit from improved decision-making information by allowing them to match a specific patient with the most effective treatment option. The basis of the effectiveness of companion diagnostic assays is built upon surrogate biomarkers, which are intended to measure the effect of a specific pharmaceutical treatment and its correlation to a biomarker, or endpoint. Theralink believes the most effective method to aid in therapy selection is by taking a phosphoproteomic approach to tumor analysis.

Asset Description and Intellectual Property

Background

Theranostics Health was a privately held company founded in 2006. Its core technologies were focused on the quantitative measurement of proteins contained in the key signaling pathways of a disease. These measurements include pre-analytical processing of preclinical and clinical samples, Laser Capture Microdissection (“LCM”), and Reverse Phase Protein Array (“RPPA”). The application of the technology has enabled Theralink to work with both fresh frozen and formalin-fixed, paraffin encased research and clinical samples.

LCM is used to isolate specific cell populations from the many different types of cells usually present in a clinical biopsy tissue sample. Therefore, information derived from subsequent molecular assays is specific to that targeted cell population. RPPA enables sensitive, quantitative, calibrated, multiplexed analysis of cellular proteins from a limited amount of starting materials, such as clinical specimens. Theranostics Health had an exclusive license from the NIH to commercialize LCM isolation of cells for the proteomic analysis used for cancer therapeutics and companion diagnostics of which Theralink now is the licensee.

Patent Portfolio

We have licensed 910 granted U.S. patents, two from the ~~NIH~~National Institutes of Health, five from George Mason University and ~~GMU.~~three from Vanderbilt University The term of individual patents depends upon the legal term for patents in the countries in which they were obtained. In most countries, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent application.

GMU License Agreement

Our exclusive license agreement with GMU: (1) Grants an exclusive worldwide license, with the right to grant sublicenses, under the Licensed Inventions to make, have made, import, use, market, offer for sale and sell products designed, manufactured, used and/or marketed for all fields and for all uses, subject to the exclusions discussed below; (2) Grants an exclusive option to license past, existing, or future inventions in the field of proteomics, from inventors that are obligated to assign to GMU and who have signed a memorandum of understanding acknowledging that developed intellectual property will be offered, subject to the exclusions discussed below; (3) The license and option granted specifically excludes biomarkers for lung, ovarian, and breast cancers in a diagnostic field of use and GMU inventions developed using materials obtained from third parties under agreements granting rights to inventions made using said materials; and (4) Grants right to assign or otherwise transfer license so long as such assignment or transfer is accompanied by a change of control transaction and GMU is given 14 days prior notice. In addition, the Company is required to make an annual payment of $50,000 to GMU as well as pay GMU (i) a quarterly royalty equal to the net revenue multiplied by one and one-half percent (1.5%), due on a quarterly basis or (i) a quarterly sublicense royalty equal to the net revenue multiplied by fifteen percent (15%). In addition, Theralink has the right of first refusal for all technology associated with RPPA technology from GMU.

NIH License Agreement

In March 2018, the Company entered into two license agreements (“NIH License Agreements”) with the National Institutes of Health (“NIH”) which grants the Company an exclusive and a nonexclusive United States license for certain patents. The two patents under these agreements expire on March 10, 2024. Pursuant to the NIH License Agreements, the Company is required to make an annual payment of $1,000 to the NIH as well as pay the NIH a royalty equal to the net sales multiplied by three percent (3.0%) every June 30th and December 31st. Commencing on January 1st of the year following the year of the first commercial sale, the Company is subject to a non-refundable minimum annual royalty of $5,000. In addition, a sublicense royalty equal to the net revenue multiplied by ten percent (10%) will be payable upon sublicensing.

Vanderbilt License Agreement

On March 14, 2023, the Company entered into a license agreement (“Vanderbilt License Agreement”) with the Vanderbilt University (“Vanderbilt”) which grants the Company an exclusive license for a certain patent. Pursuant to Vanderbilt License Agreement, the Company was required to pay patent fees incurred by Vanderbilt prior to the effective date of the agreement of $18,917 and to make an annual licensing payment of $5,556. Additionally, Vanderbilt is entitled to receive a royalty semi-annually equal to the gross sales based upon tiered structure subject to the level of patent utilization ranging from 0.25% to 2.0%.

Regulatory Approvals – CAP/CLIA and FDA

Initially, the Company can provide data-generating services to certain counterparties such as biopharmaceutical companies for research use only (“RUO”). These arrangements will provide service revenues for the Company during its early years of development.

The Company may expand its data-generating services to address a broader range of clients, specifically, either as a direct provider of services to hospitals and chronic care providers for precision health screening by oncologists, or indirectly as a reference laboratory, thereby increasing potential services revenues. Oncologists may eventually use our data-generating services to optimize potential treatment protocols for breast cancer, gynecologic cancer, pancreatic cancer, GI cancer and non-small cell lung cancer patients, among others.

CLIA are federal regulations for United States based clinical laboratories to provide industry standards for testing human samples for various purposes. These amendments were added to the laboratory requirements outlined in the Code of Federal Regulations, 42 CFR 493. Three federal agencies are responsible for ensuring laboratories comply with CLIA standards: Food and Drug Administration (“FDA”), the CMS, and the Center for Disease Control.

Additionally, laboratories can pursue a higher level of designation by becoming accredited by a recognized accreditation agency. The College of American Pathologists (“CAP”) is such an agency. CAP releases its own requirements, which are built upon CLIA’s regulations. Compliance is assessed by a peer group site inspection every two years. Meeting these criteria ensures that industry specific standards for laboratory operations are upheld in the lab. These requirements are designed to identify areas for improvement to reach the highest level of quality. Theralink is currently CAP accredited.

Subsequently, if Theralink receives FDA approval as a CDx, the Company would consider expanding its data-generating services by opening additional laboratory sites to assist oncologists using precision therapy selection in hospitals and chronic care provider groups. These oncologists would be using the data-generating services to optimize potential treatment protocols for breast cancer, gynecologic cancer, pancreatic cancer, GI cancer, non-small cell lung cancer and other solid tumor patients once the Theralink assays are fully developed for these applications.

The attainment and timing of key regulatory approvals are critical and required to commence marketing and subsequent realization of revenues. The Company already has CLIA certification in every state ~~except New York~~. The Company has obtained national CAP accreditation.

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Goals for ~~2023~~2024 and Beyond

● Attain reimbursement for our proprietary laboratory analyses (“PLA”) code for our pan-tumor Theralink assay, commence mass marketing: explore international partnerships and start to review potential opportunities in Canada, Asia and Europe; ● Increase mass marketing and market share in all approved jurisdictions in ~~2023~~2024 and beyond; and ● Work closely with biopharmaceutical companies to have the Theralink assay named as a Companion Diagnostic.

Commercialization Strategy

Theralink is a micro-volume multi-marker tumor analysis platform that has been developed to improve upon the limitations of current techniques (such as western blot, immunohistochemistry (IHC), fluorescent in situ hybridization (FISH) and next generation sequencing (NGS)) that produce low resolution information with modest gains in predictive power on which to base treatment plans. Theralink’s Next Generation Proteomics (NGP) may improve decision-making for biopharmaceutical companies, oncologists and patients because it recommends therapeutic options that may be optimal for a patient’s specific tumor. We believe that our proprietary micro-volume protein expression platform can potentially improve the management of over 800,000 cancer patients in the US alone based on figures provided by the American Cancer Society.

We believe that our platform has potential application along the entire continuum of drug development: from discovery, to pre-clinical through to drug commercialization.

Research Use Only (“RUO”) Segment

For our RUO segment, target customers fall into two main groups: those requiring discovery and early-stage drug development, and those requiring later stage drug development.

A.	For customers in the early-stage drug development, Theralink provides target identification and validation, model system validation (cells, xenografts), and optimization of compounds in specific absorption rate (SAR) studies. Because Theralink is able to directly measure the drug target, this allows customers to make smarter decisions regarding the efficacy of their drug, and whether to move forward or not, thus allowing them to reduce cost.

	Theralink’s advantages over its potential competitors on the pre-clinical side include:

	●	The ability to measure multiple endpoints simultaneously (over 300)
	●	Flexibility in choice of endpoints (post-translational modifications)
	●	The ability to process different samples (cells, CSF, tissues, etc.)
	●	Sensitivity: nL sample, representing <2,000 cells
	●	Robust assays, reproducible, sensitivity, and specificity
	●	Calibration across experiments, direct comparison

B.	For customers requiring later stage drug development, Theralink identifies markers for the customers to use in clinical validation, identifies pathway/marker sets with potential utility in the clinical setting, validates selected efficacy markers in Phase I and Phase II clinical trials, identifies markers for patient stratification, and validates markers for future companion diagnostics. The value that Theralink provides these clients is to identify the appropriate individuals for the customer’s drug trials, i.e., those individuals that have the relevant activated pathways that make them most likely to be responsive to the drug. This potentially will allow the customers to reduce the size of their Phase III trials, allowing for a substantial cost and time savings.

	Theralink’s advantages over its potential competitors on the clinical side include:

	●	First in class profiling of activated proteins in signaling pathways
	●	One stop shop: from sample handling to LCM to data generation and final report
	●	Sensitivity allows use of small clinical biopsy (less than 30,000 cells).
	●	LCM allows purification of relevant cell populations

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	●	Focusing directly on relevant drug targets (marketed molecular therapeutics) and potential drug targets (those in development)
	●	Identifying specific pathway signatures with focus on relevant nodes
	●	An advantage for combination therapy, high specificity on targeted pathway, monitor compensatory pathways, and activation through feedback signaling.

CAP/CLIA Certified Laboratory Segment

Sample processing is conducted through a single certified laboratory. Strategically, the data-generating services can be delivered at two distinct channels and are not mutually exclusive (i.e. can execute at one or both levels). The “direct sales” channel typically refers to marketing, sales and execution of sample processing and specific phosphoproteomic services to the end-user as the hospital and cancer center for precision health screening by oncologists. The “reference laboratory” channel typically refers to providing a subcontract service to one or more counterparties (who have CAP/CLIA certification), so we are not direct to the end-user in this channel.

CLIA Approved Laboratory Segment

Sample processing may also be conducted through the certified laboratory that the Company manages. In addition to the “direct sales” channel, there is the “companion diagnostic” aspect to the end-user as the hospital and chronic care provider for precision health screening by oncologists that is specifically related to a drug’s indication and efficacy for the patient’s specific cancer biomarkers. Theralink’s involvement with biopharmaceutical companies in various stages of drug development and RUO projects could lead to the Company becoming a successful companion diagnostic for those treatments.

Our initial objective was to capitalize on successful pilots with biopharmaceutical companies and leading medical institutions in a clinical trial environment. Management accomplished this objective with the successful ~~commercial~~initial launch of Theralink ~~during~~in Q1 2021. ~~Now~~We we plan to ~~gain rapid~~ continue adoption as a differentiated technology in the personalized healthcare marketplace by leveraging the strong support of the many key opinion leaders and users of the pilot platform.

Our flagship product for our commercial strategy, will focus on precision health screening for oncologists.

The key ingredients to our commercial success will be:

●	A proprietary technology that provides a credible point of entry to a well-defined medical market;

●	Comprehensive protocols for cancer biomarkers positioned for seamless integration to established standards of care for oncologist treatment regimens;

●	Eventually, a data friendly format and HIPPA compliance for ease of integration to monitoring systems and artificial intelligence (AI) modalities for oncologist teams to track precision medicine and monitor patient treatment outcomes.

Proprietary Technology for credible commercial point of entry

We believe that our focused technologies are of particular value to oncologist teams developing molecular targeted and/or combination therapies because of our ability to make very small and precise measurements in the cellular microenvironment. The platforms are based on assessing protein activation status (via post-translational modifications such as phosphorylation, methylation, cleavage, etc.) of drug targets and receptors, their downstream signal transduction pathways, and potential compensatory or adaptive mechanisms within targeted cell populations. These commercial collaborations are critically important as they may establish our Company’s platform as a “must have” in specific cancers (e.g., breast cancer management), where precise and targeted chemotherapy and immunotherapies can make a dramatic difference in patient outcomes. We intend to collaborate with top industry and medical institution oncology experts, and key opinion leaders (“KOL’s”), who are focused on developing precision oncology therapeutics.

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Strong pipeline of potential commercial partners

Theralink intends to deliver a comprehensive precision cancer biomarker platform by seamlessly integrating its technology into the workflow of oncologists in various healthcare networked systems. Currently, the oncology precision tumor analysis market is dominated by genomic diagnostic companies such as Genomic Health and Foundation Medicine. Theralink’s technologies may provide a unique, complementary and actionable knowledge base to existing market players, seeking to improve outcomes for oncologists and their patients. Our targeted commercial partners are seeking technologies that help differentiate their approach to oncology care, by using patient-centric solutions to help enable better chronic patient management during and after treatment to help maximize patient outcomes and prevent recurrences. Theralink sees this as a major commercial opportunity to serve both hospitals and primary care providers in the US. These same hospitals and primary care providers may have connections to cancer treatment programs abroad (i.e. Europe and Asia).

Operations During the Year ended September 30, ~~2022~~2023

During the fiscal year ended September 30, ~~2022~~2023, the Company focused on executing its business plan by validating its equipment in order to meet CLIA and CAP standards. In addition, the Company’s management team has been actively marketing its Theralink assay to KOLs, channel partners, and cancer centers throughout the US. Management believes the Company’s lab now has all of the instruments necessary to service biopharma clients with oncology-focused preclinical and clinical drug development programs. Arrangements have been made to obtain the necessary population data (additional cancer tumor samples) to help the Company continue to build Lab Developed Tests (“LDT’s”) for other cancers for clinical clients. as well as complete outcomes trials with key partners to change practice guidelines and secure expanded payor access.

Marketing and Pricing

To date, the Company has derived its revenues primarily from biopharma research and development contracts. and patient testing services. These contracts require the Company to provide services directed towards specific objectives and include developmental milestones and deliverables. Up-front payments are recorded as deferred revenue and recognized when milestones are achieved.

Market Opportunity

There are a number of key trends having a significant impact on the clinical testing business and represent opportunities for companies that can develop novel assays. Clinical laboratory testing is an essential healthcare service and is being favorably impacted by the following:

●	Demographics: The growing and aging population is increasing the demand for clinical testing;

●	Increased testing: Physicians are increasingly relying on testing to help identify disease risk, detect the symptoms of disease earlier, aid in the choice of a therapeutic regimen, monitor patient compliance and evaluate treatment results;

●	Advances in science and technology: Recent medical advances have allowed earlier diagnosis and treatment of diseases and continuing research and development in the area of genomics is expected to yield new, more sophisticated and specialized diagnostic tests. These advances also are spurring interest in, and demand for, personalized or tailored medicine;

●	Prevention and wellness: There is an increased awareness of the benefits of preventative medicine and wellness. Consumers, employers, health plans, and government agencies are increasingly focusing on detecting diseases earlier and providing preventative care that helps avoid disease.

As a result of these significant changes in the laboratory testing market, it is evident that there is a significant commercial opportunity for companies that provide products or services that address the new needs of the evolving precision medicine marketplace. This is the market opportunity that the Company is pursuing through its introduction of data-generating assays that use patented and proprietary technology to help improve patient health and help reduce the overall cost of healthcare through early detection, prevention, and treatment.

Our Strategy

The Company’s strategy is to use the technology it has licensed from GMU and the NIH to take advantage of the new opportunities that are evolving in the precision medicine industry, both for biopharmas and for oncologists and their patients. The Company was created to specifically commercialize reverse phase protein array (RPPA) assays and services that are focused on determining the right drug, for the right patient, at the right time. These novel data-generating technologies are based on patented and proprietary technology that is well-suited to be run in a central or regional laboratory utilizing samples that are collected by healthcare providers and sent to the authorized CLIA certified testing facility for processing. The Company will market data-generating assays that may be over 90% actionable for intended use by oncologists and may be used to potentially determine which FDA-approved or investigational drug may be most efficacious in each cancer. To achieve this goal of commercializing new data-generating opportunities, the Company is leveraging off the strategic relationships that have been established with organizations such as GMU and others to develop unique and high value-added data-generating assays.

Governmental Regulation

The services that we provide are regulated by federal, state and foreign governmental authorities. Failure to comply with the applicable laws and regulations can subject us to repayment of amounts previously paid to us, significant civil and criminal penalties, loss of licensure, certification, or accreditation, or exclusion from government health care programs. The significant areas of regulation are summarized below.

Clinical Laboratory Improvement Amendments of 1988 and State Regulation

Our clinical laboratory must hold certain federal, state and local licenses, certifications and permits to conduct our business. Laboratories in the United States that perform testing on human specimens for the purpose of providing information for the diagnosis, prevention, or treatment of disease are subject to the Clinical Laboratory Improvement Amendments of 1988, or (“CLIA”). CLIA requires such laboratories to be certified by the federal government and mandates compliance with various operational, personnel, facilities administration, quality and proficiency testing requirements intended to ensure that testing services are accurate, reliable and timely. CLIA certification also is a prerequisite to be eligible to bill state and federal health care programs, as well as many private insurers, for laboratory testing services. We have received CLIA certification for all states ~~except New York, which we have applied for~~.

In addition, CLIA requires certified laboratories to enroll in an approved proficiency testing program if it performs testing in any category for which proficiency testing is required. Our laboratory will periodically test specimens received from an outside proficiency testing organization and then submit the results back to that organization for evaluation. If our laboratory ~~would~~fails ~~fail~~ to achieve a passing ~~score~~ score on a proficiency test, it could lose its right to perform testing. Further, failure to comply with other proficiency testing regulations, such as the prohibition on referral of a proficiency testing specimen to another laboratory for analysis, can result in revocation of our laboratories’ CLIA certification.

As a condition of CLIA certification, our laboratory is subject to survey and inspection every other year, in addition to being subject to additional random inspections. The biennial survey is conducted by the Centers for Medicare & Medicaid Services (“CMS”), a CMS agent (typically a state agency), or a CMS-approved accreditation organization.

CLIA provides that a state may adopt laboratory regulations that are more stringent than those under federal law. Our laboratory will be licensed by the appropriate state agency in Colorado. If a laboratory is out of compliance with state laws or regulations governing licensed laboratories, penalties for violation vary from state to state but may include suspension, limitation, revocation or annulment of the license, assessment of financial penalties or fines, or imprisonment. We believe that we are in material compliance with all applicable licensing laws and regulations.

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Food and Drug Administration

Although the FDA has consistently claimed that it has the authority to regulate laboratory-developed tests that are developed, validated and performed only by a CLIA certified laboratory, it has historically exercised enforcement discretion by not otherwise regulating most LDTs. Nevertheless, the FDA recently indicated that it is promulgating draft guidance for FDA regulation of most LDTs in the future. On January 13, 2017, the FDA published a non-binding “Discussion Paper” proposing a framework of LDT oversight largely consistent with the draft guidance, “to spur further dialogue” and give “congressional authorizing committees the opportunity to develop a legislative solution.” Recent agency announcements made in the context of the coronavirus (“COVID-19”) public health emergency have produced a shifting policy landscape and further uncertainty regarding the FDA’s role in regulating LDTs: in August 2020, the Department of Health and Human Services (“HHS”) announced that the FDA would not require premarket review of LDTs absent notice-and-comment rulemaking, but in November 2021, HHS issued a statement withdrawing that prior announcement, indicating a return to FDA’s longstanding approach to the regulation and enforcement discretion toward LDTs.

Congress has also considered a number of legislative proposals in recent years that would amend the regulatory framework for LDTs, including, among other requirements, FDA premarket review of certain LDTs. The most recent such proposal, the Verifying Accurate Leading-edge IVCT Development (“VALID”) Act, was introduced in both the House and Senate on June 24, 2021. A competing legislative proposal, the Verified Innovative Testing in American Laboratories Act of 2021 (“VITAL Act”), was introduced in the Senate on May 18, 2021. However, it remains uncertain whether Congress will enact legislation regulating LDTs and, if so, whether the legislation will be similar to the framework described in FDA’s 2014 draft guidance or Discussion Paper, or either the VITAL or VALID Acts. It is possible that legislation and resulting FDA regulation may result in increased regulatory burdens and costs for us to seek marketing authorization for and maintain ongoing compliance for our existing tests, any modifications thereto, or any future tests we may develop. We cannot be certain as to which of our tests, if any, would require FDA approval or clearance under any of the proposed frameworks and, if required, that our tests could obtain such approval or clearance.

Recently the FDA has published proposed rules for a change in the regulatory aspects of LDT’s. The Company will keep a close watch on any new legislation that the FDA might impose on any companies utilizing LDT’s.

HIPAA and Other Privacy Laws

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), established comprehensive federal protection for the privacy and security of health information. The HIPAA standards apply to three types of organizations: health plans, healthcare clearing houses, and healthcare providers which conduct certain healthcare transactions electronically (“Covered Entities”). Title II of HIPAA, the Administrative Simplification Act, contains provisions that address the privacy of health data, the security of health data, the standardization of identifying numbers used in the healthcare system and the standardization of certain healthcare transactions. The privacy regulations protect medical records and other protected health information by limiting their use and release, giving patients the right to access their medical records and limiting most disclosures of health information to the minimum amount necessary to accomplish an intended purpose. The HIPAA security standards require the adoption of administrative, physical, and technical safeguards and the adoption of written security policies and procedures.

On February 17, 2009, Congress enacted Subtitle D of the Health Information Technology for Economic and Clinical Health Act, or HITECH, provisions of the American Recovery and Reinvestment Act of 2009. HITECH amends HIPAA and, among other things, expands and strengthens HIPAA, creates new targets for enforcement, imposes new penalties for noncompliance and establishes new breach notification requirements for Covered Entities. Regulations implementing major provisions of HITECH were finalized on January 25, 2013, through publication of the HIPAA Omnibus Rule (the “Omnibus Rule”).

Under HITECH’s new breach notification requirements, Covered Entities must report breaches of protected health information that has not been encrypted or otherwise secured in accordance with guidance from the Secretary of the U.S. Department of Health and Human Services (the “Secretary”). Required breach notices must be made as soon as is reasonably practicable, but no later than 60 days following discovery of the breach. Reports must be made to affected individuals and to the Secretary and in some cases, they must be reported through local and national media, depending on the size of the breach. Breach reports can lead to investigation and enforcement.

We are currently subject to the HIPAA regulations, and we will maintain an active compliance program that is designed to identify security incidents and other issues in a timely fashion and enable us to remediate, mitigate harm or report if required by law. We are subject to prosecution and/or administrative enforcement and increased civil and criminal penalties for non-compliance, including a new, four-tiered system of monetary penalties adopted under HITECH. We are also subject to enforcement by state attorney generals who were given authority to enforce HIPAA under HITECH. To avoid penalties under the HITECH breach notification provisions, we must ensure that breaches of protected health information are promptly detected and reported within the Company, so that we can make all required notifications on a timely basis. However, even if we make required reports on a timely basis, we may still be subject to penalties for the underlying breach.

In addition to the federal privacy regulations, there are a number of state laws regarding the privacy and security of health information and personal data that are applicable to our clinical laboratories. Many states have also implemented genetic testing and privacy laws imposing specific patient consent requirements and protecting test results by strictly limiting the disclosure of those results. State requirements are particularly stringent regarding predictive genetic tests, due to the risk of genetic discrimination against healthy patients identified through testing as being at a high risk for disease. We believe that we have taken the steps required of us to comply with health information privacy and security statutes and regulations, including genetic testing and genetic information privacy laws in all state and federal jurisdictions.

We are subject to laws and regulations related to the protection of the environment, the health and safety of employees and the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials. For example, the U.S. Occupational Safety and Health Administration (“OSHA”), has established extensive requirements relating specifically to workplace safety for healthcare employers in the U.S. This includes requirements to develop and implement multi-faceted programs to protect workers from exposure to blood-borne pathogens, including preventing or minimizing any exposure through needle stick injuries. For purposes of transportation, some biological materials and laboratory supplies are classified as hazardous materials and are subject to regulation by one or more of the following agencies: the U.S. Department of Transportation, the U.S. Public Health Service, the United States Postal Service and the International Air Transport Association. We will use third-party vendors to dispose of regulated medical waste, hazardous waste and radioactive materials and contractually require them to comply with applicable laws and regulations.

International Regulations

We may market our assays outside of the United States and will be subject to foreign regulatory requirements governing laboratory licensure, human clinical testing, use of tissue, privacy and data security, and marketing approval for our tests. These requirements vary by jurisdiction, differ from those in the United States and may require us to implement additional compliance measures or perform additional pre-clinical or clinical testing. In many countries outside of the United States, coverage, pricing and reimbursement approvals are also required. We are also required to maintain accurate information and control over sales and distributors’ activities that may fall within the purview of the Foreign Corrupt Practices Act, its books and records provisions and its anti-bribery provisions.

Reimbursement and Billing

Reimbursement and billing for precision medicine services are generally highly complex. Laboratories must bill various payors, such as private third-party payors, including Managed Care Organizations (“MCO”) and state and federal health care programs, such as Medicare and Medicaid, and each may have different billing requirements. Additionally, the audit requirements we must meet to ensure compliance with applicable laws and regulations, as well as our internal compliance policies and procedures, add further complexity to the billing process. Other factors that complicate billing include:

	●	variability in coverage and information requirements among various payors;
	●	missing, incomplete or inaccurate billing information provided by ordering physicians;
	●	billings to payors with whom we do not have contracts;
	●	disputes with payors as to which party is responsible for payment; and
	●	disputes with payors as to the appropriate level of reimbursement.

Depending on the reimbursement arrangement and applicable law, the party that reimburses us for our services may be:

	●	a third party who provides coverage to the patient, such as an insurance company or MCO;
	●	a governmental payor; or
	●	the patient.

~~While~~ ~~the~~The Company ~~did~~received ~~receive~~ a Medicare reimbursement rate for our billing code in fiscal year 2022,. weWe ~~have~~began ~~not~~submitting ~~submitted any~~ claims to Medicare toin ~~date~~2023. ~~When~~We ~~we start submitting claims to Medicare, we~~ expect Medicare to process claims on a case-by-case basis; and Medicare may adjudicate those claims by providing broad coverage, limiting coverage to specific circumstances, or denying coverage altogether. We are currently working to establish coverage and billing rates with other payors outside of Medicare. On rare occasions during our 2022 fiscal year, private pay patients have paid us between $1,500 and $3,500 for the results of our test. Third-party payers coverage policies and payment rates may change at any time.

Federal and State Fraud and Abuse Laws

A variety of federal laws prohibit fraud and abuse involving state and federal health care programs, such as Medicare and Medicaid. These laws are interpreted broadly and enforced aggressively by various state and federal agencies, including CMS, the Department of Justice, the Office of Inspector General for the Department of Health and Human Services (“OIG”), and various state agencies. In addition, the Medicare and Medicaid programs increasingly use a variety of contractors to review claims data and to identify improper payments as well as fraud and abuse. Any overpayments identified must be repaid to the Medicare program unless a favorable decision is obtained on appeal. In some cases, these overpayments can be used as the basis for an extrapolation, by which the error rate is applied to a larger universe of claims, and which can result in even higher repayments.

Anti-Kickback Laws

The Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for or recommending of an item or service that is reimbursable, in whole or in part, by a federal health care program. “Remuneration” is broadly defined to include anything of value, such as, for example, cash payments, gifts or gift certificates, discounts, or the furnishing of services, supplies or equipment. The Anti-Kickback Statue is broad and prohibits many arrangements and practices that are lawful in businesses outside of the health care industry.

Recognizing the breadth of the Anti-Kickback Statute and the fact that it may technically prohibit many innocuous or beneficial arrangements within the health care industry, the OIG has issued a series of regulations, or safe harbors. Compliance with all requirements of a safe harbor immunizes the parties to the business arrangement from prosecution under the Anti-Kickback Statute. The failure of a business arrangement to fit within a safe harbor does not necessarily mean that the arrangement is illegal or that the OIG will pursue prosecution. Still, in the absence of an applicable safe harbor, a violation of the Anti-Kickback Statute may occur even if only one purpose of an arrangement is to induce referrals. The penalties for violating the Anti-Kickback Statute can be severe. These sanctions include criminal and civil penalties, imprisonment and possible exclusion from the federal health care programs. Many states have adopted laws similar to the Anti-Kickback Statute, and some apply to items and services reimbursable by any payor, including private third-party payors.

Physician Self-Referral Bans

The federal ban on physician self-referrals, commonly known as the Stark Law, prohibits, subject to certain exceptions, physician referrals of Medicare patients to an entity providing certain designated health services, which include laboratory services, if the physician or an immediate family member of the physician has any financial relationship with the entity. Several Stark Law exceptions are relevant to arrangements involving clinical laboratories, including: (1) fair market value compensation for the provision of items or services; (2) payments by physicians to a laboratory for clinical laboratory services; (3) certain space and equipment rental arrangements that satisfy certain requirements; and (4) personal services arrangements. Penalties for violating the Stark Law include the return of funds received for all prohibited referrals, fines, civil monetary penalties and possible exclusion from the federal health care programs. In addition to the Stark Law, many states have their own self-referral bans, which may extend to all self-referrals, regardless of the payor.

State and Federal Prohibitions on False Claims

The federal False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government. Under the False Claims Act, a person acts knowingly if he has actual knowledge of the information or acts in deliberate ignorance or in reckless disregard of the truth or falsity of the information. Specific intent to defraud is not required. The qui tam provisions of the False Claims Act allow a private individual to bring an action on behalf of the federal government and to share in any amounts paid by the defendant to the government in connection with the action. Penalties include payment of up to three times the actual damages sustained by the government, plus civil penalties of between $5,500 and $11,000 for each false claim, as well as possible exclusion from the federal health care programs. In addition, various states have enacted similar laws modeled after the False Claims Act that apply to items and services reimbursed under Medicaid and other state health care programs, and, in several states, such laws apply to claims submitted to any payor.

Civil Monetary Penalties Law

The federal Civil Monetary Penalties Law, or the CMP Law, prohibits, among other things (1) the offering or transfer of remuneration to a Medicare or state health care program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless an exception applies; (2) employing or contracting with an individual or entity that the provider knows or should know is excluded from participation in a federal health care program; (3) billing for services requested by an unlicensed physician or an excluded provider; and (4) billing for medically unnecessary services. The penalties for violating the CMP Law include exclusion, substantial fines, and payment of up to three times the amount billed, depending on the nature of the offense.

Employees

As of September 30, ~~2022~~2023, the Company had ~~nineteen~~sixteen active employees. ~~The~~On November 30, 2023, the Company ~~has~~had ~~not~~a ~~experienced~~reduction ~~any~~in ~~work~~force. ~~disruptions~~The Company ordoes ~~stoppages~~not believe this reduction will significantly impact the business and it considers relations with its employees to be good. No employee of the Company is covered by a collective-bargaining agreement.

ITEM 1A. RISK FACTORS

Risks Relating to Our Financial Position and Operations

We have incurred significant losses since inception and anticipate that we will continue to incur losses for the foreseeable future. To date we have generated little revenue or profit from our technology. We may never realize revenue or profitability. There is substantial doubt in our ability to continue as a going concern.

We had net losses of $1230,~~741~~907,~~962~~505 and $512,~~471~~741,~~649~~962 for the years ended September 30, ~~2022~~2023, and ~~2021~~2022, respectively. The loss from ~~operations~~ operations was $118,~~640~~979,~~006~~367 and $511,~~565~~640,~~979~~006 for the years ended September 30, ~~2022~~2023, and ~~2021~~2022, respectively. The net cash used in operations were $5,~~389~~774,~~695~~ 855 and $45,~~780~~389,~~930~~695 for the years ended September 30, ~~2022~~2023, and ~~2021~~2022, respectively. Additionally, the Company had an accumulated deficit of $6293,~~807~~754,~~817~~774 and $4962,~~825~~807,~~855~~817, on September 30, ~~2022~~2023, and ~~2021~~2022, respectively, had a stockholders’ deficit of $638,~~801~~115,~~055~~561 aton September 30, ~~2022~~2023, and had a working capital deficit of $238,~~808~~572,~~736~~166 aton September 30, ~~2022~~2023. The Company had revenues of $~~567~~606,~~905~~796 and $~~505~~567,~~604~~905, for the years ended September 30, ~~2022~~2023, and ~~2021~~2022, respectively. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

Our losses have resulted principally from interest expense, professional fees, compensation expenses, costs of revenue and general and administrative expenses incurred while building our business infrastructure. We expect to continue to incur losses for the near future. Furthermore, we expect these losses to increase as we continue our research and development of and seek regulatory approval for Theralink and any other services we may develop, prepare for and begin to commercialize by adding infrastructure and personnel to support the development of our technology and operations as a public company. The net losses and negative cash flows from operations incurred to date, together with expected future losses, have had and likely will continue to have, an adverse effect on our stockholders’ equity and working capital. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue.17

Our losses have resulted principally from interest expense, loss on debt extinguishment, professional fees, compensation expenses, costs of revenue and general and administrative expenses incurred while building our business infrastructure. We expect to continue to incur losses for the near future. Furthermore, we expect these losses to increase as we continue our research and development of and seek regulatory approval for Theralink and any other services we may develop, prepare for and begin to commercialize by adding infrastructure and personnel to support the development of our technology and operations as a public company. The net losses and negative cash flows from operations incurred to date, together with expected future losses, have had and likely will continue to have, an adverse effect on our stockholders’ equity and working capital. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue.

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining our business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

Although management believes there is substantial doubt about our ability to continue as a going concern our financial statements do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional disclosures in the notes to the financial statements describing our current circumstances. Even if we are able to successfully realize our commercialization goals for Theralink, because of the numerous risks and uncertainties associated with commercialization of our technology, we will require additional funding. We are unable to predict when we will become profitable, if at all. Even if we do produce revenues and achieve profitability, we may not be able to maintain or increase profitability.

We will need additional funding to achieve our goals and may be unable to raise additional capital when needed, which would force us to delay, reduce or eliminate our product development and commercialization efforts. Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies.

We expect to expend substantial resources for the foreseeable future to continue the development and commercialization of our technology. We may not be able to generate significant revenues for several years, if at all. Until such time as we can generate substantial service revenues, we may attempt to finance our cash needs through equity offerings, debt financings, government and/or other third-party grants or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our investors’ ownership interest will be diluted. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more research or development programs, which would adversely impact potential revenues, results of operations and financial condition. We cannot be certain that additional funding will be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research and development activities.

The recent COVID-19 pandemic has negatively affected and will continue to negatively affect our business, financial condition and results of operations.

The public health crisis caused by the COVID-19 pandemic and the measures that have been taken or that may be taken in the future by governments, businesses, including us, and the public at large to limit COVID-19’s spread have had, and we expect will continue to have, a materially negative effect on our business, financial condition, and results of operation. The extent of the impact of the COVID-19 pandemic on our business and financial results will depend on numerous evolving factors that we are not able to accurately predict and which will vary by market, including the duration and scope of the pandemic, global economic conditions during and after the pandemic, governmental actions that have been taken, or may be taken in the future, in response to the pandemic, and changes in consumer behavior in response to the pandemic, some of which may be more than just temporary.

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In addition, economic uncertainty associated with the COVID-19 pandemic has resulted in volatility in the global capital and credit markets which can impair our ability to access these markets on terms commercially acceptable to us, or at all.

There can be no assurance that we will be successful in our efforts to mitigate the negative impact of COVID-19, and as a result, our business, financial condition and results of operations and the prices of our publicly traded securities may be adversely affected.

Risks Relating to our Product Commercialization Pursuits

If we fail to achieve and sustain commercial success for our services, our business will suffer, our future prospects may be harmed, and our stock price would likely decline.

We have sold or marketed our technology on a very limited basis. Unless we can continue to successfully commercialize our services or acquire the right to market other approved products or services, our business will be materially adversely affected. Our ability to generate revenues for our services will depend on, and may be limited by, a number of factors, including the following:

	●	acceptance of and ongoing satisfaction of our services by the medical community, patients receiving therapy and third-party payors in the United States, and eventually in foreign markets if we receive marketing approvals abroad;

	●	our ability to develop and expand market share for analyzing late-stage cancer patients, both in the United States and potentially in the rest of the world if we receive marketing approvals outside of the United States, in the midst of numerous competing technologies for late-stage cancer, many of which are already generally accepted in the medical community;

	●	adequate coverage or reimbursement for our services by government healthcare programs and third-party payors, including private health coverage insurers and health maintenance organizations; and

	●	the ability of patients to afford any required co-payments for our services.

If for any reason we are unable to sell our services, our business would be seriously harmed and could fail.

If Theralink were to become the subject of concerns related to its efficacy, safety, or otherwise, our ability to generate revenues from Theralink could be seriously harmed.

With the use of any newly marketed technology by a wider patient population, serious adverse events may occur from time to time that initially do not appear to relate to the technology itself. Any safety issues could cause us to suspend or cease marketing of our approved technology, cause us to modify how we market our approved technology, subject us to substantial liabilities, and adversely affect our revenues and financial condition. In the event of a withdrawal of Theralink from the commercial market, our revenues would decline significantly and our business would be seriously harmed and could fail.

Adoption of Theralink for the analysis of patients with either early stage or advanced cancer may be slow or limited for a variety of reasons, including competing therapies and perceived difficulties in the treatment process or delays in obtaining reimbursement. If Theralink is not broadly accepted as a technology option for cancer, our business would be harmed.

The rate of adoption of Theralink for early stage or advanced cancer and the ultimate market size will be dependent on several factors, including the education of treating physicians on the information provided by Theralink. A significant portion of the prospective patient base for the Theralink may be under the care of oncologists who may have little or no experience with our technology. Acceptance by oncologists of Theralink may be slow and may require us to educate physicians on the benefits of using our technology.

To achieve global success for Theralink as a technology, we will need to obtain approvals by foreign regulatory authorities. Data from our completed clinical trials of Theralink may not be sufficient to support approval for commercialization by regulatory agencies governing the sale of drugs outside of the United States. This could require us to spend substantial sums to develop sufficient clinical data for licensure by foreign authorities. Submissions for approval by foreign regulatory authorities may not result in marketing approval by these authorities. In addition, certain countries require pricing to be established before reimbursement for the specific technology may be obtained. We may not receive or maintain marketing approvals at favorable pricing levels or at all, which could harm our ability to market Theralink globally. Cancer is common in many regions where the healthcare support systems are limited and reimbursement for Theralink may be limited or unavailable, which will likely limit or slow adoption in these regions. If we are unable to successfully achieve the full global market potential of Theralink due to diagnostic practices or regulatory hurdles, our future prospects would be harmed, and our stock price could decline.

Risks from Competitive Factors

Our competitors may develop and market products that are less expensive, more effective, safer or reach the market sooner, which may diminish or eliminate the commercial success of any products we may commercialize.

Competition in the cancer information field is intense and accentuated by the rapid pace of advancements in product development. Further, research and discoveries by others may result in breakthroughs that render potential technologies obsolete before they generate revenue.

Many universities and private and public research institutes may in the future become active in cancer research, which may be in direct competition with us.

Some of our competitors in the cancer predictive biomarker space have substantially greater research and development capabilities than we do. Their processing, marketing, financial and managerial resources may be greater than ours. Acquisitions of competing companies by large pharmaceutical and biotechnology companies could enhance our competitors’ resources. In addition, our competitors may obtain patent protection or FDA approval and commercialize predictive biomarkers more rapidly than we do, which may impact future sales of our technology. We expect that competition among technology options will be based, among other things, on price, safety, reliability, availability, patent protection, sales, marketing and distribution capabilities. Our profitability and financial position will suffer if our technology cannot compete effectively in the marketplace.

We could face competition from other technologies and products that could impact our profitability.

We may face competition in Europe from other technologies and products, and we expect we may face competition from those technologies and products in the future in the United States as well. To the extent that governments adopt more permissive approval frameworks and competitors are able to obtain broader marketing approval for predictive biomarkers, our technology will become subject to increased competition. Expiration or successful challenge of applicable patent rights could trigger such competition, and we could face more litigation regarding the validity and/or scope of our patents. We cannot predict the end results other technologies or other competing products could have on the future potential sales of our services.

Failure to retain key personnel could impede our ability to develop our technology and to obtain new collaborations or other sources of funding.

Companies like ours depend upon our scientific staff to discover new technologies and predictive biomarker. They utilize these biomarkers to recommend treatment guidance for cancer patients. The quality and reputation of our scientific, clinical and regulatory staff, especially the senior staff, and their success in performing their responsibilities, may directly influence the success of our technology development program. As we pursue successful commercialization of Theralink, we will need to hire sales and marketing, and operations executive management staff in order to ensure our organizational success. In addition, we require additional executive officers to provide strategic and operational guidance. Our inability to recruit key management, scientific, clinical, regulatory, medical, operational and other personnel, may delay or prevent us from achieving our business objectives. We face intense competition for personnel from other companies, universities, public and private research institutions, government entities and other organizations.

Risks Relating to Collaboration Arrangements and Reliance on Third Parties

We must rely on relationships with third-party suppliers to supply necessary resources used in our technology. These relationships are not easy to replace.

We rely upon others for resources used in the production of predictive biomarkers for the Theralink assay. Problems with any of our suppliers’ facilities or processes could result in failure to produce or a delay in production of adequate information used in the production of the Theralink assay. This could delay or reduce commercial sales and materially harm our business. Any prolonged interruption in the operations of our suppliers’ facilities could result in a shortfall in the information necessary to complete our assay.

Risks Related to Regulations

Theralink in clinical development may be limited in use if we do not maintain or gain required regulatory approvals.

Our clinical business maybe subject to extensive regulation by numerous state and federal governmental authorities in the United States and potentially by foreign regulatory authorities, with regulations differing from country to country.

Obtaining regulatory approval for marketing of a technology candidate in one country does not assure we will be able to obtain regulatory approval in other countries. However, a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory process in other countries.

In general, the FDA and equivalent other country authorities require labeling, advertising and promotional materials to be truthful and not misleading and marketed only for the approved indications and in accordance with the provisions of the approved label. If the FDA or other regulatory authorities were to challenge our promotional materials or activities, they may bring enforcement action.

Regulatory authorities could also add new regulations or reform existing regulations at any time, which could affect our ability to obtain or maintain approval of our technology. Theralink is a novel technology. As a result, regulatory agencies lack experience with it, which may lengthen the regulatory review process, increase our development costs and delay or prevent commercialization of Theralink outside of the United States. We are unable to predict when and whether any changes to regulatory policy affecting our business could occur, and such changes could have a material adverse impact on our business. If regulatory authorities determine that we have not complied with regulations in the research and development of our predictive biomarkers, they may not approve the technology candidate and we would not be able to market and sell it. If we were unable to market and sell our technology candidate, our business and results of operations would be materially and adversely affected.

Our prospective revenues will be diminished if payors do not adequately cover or reimburse our services.

There has been and will continue to be significant efforts by both federal and state agencies to reduce costs in government healthcare programs and otherwise implement government control of healthcare costs. In addition, private payors continually seek ways to reduce and control overall healthcare costs. An increasing emphasis on managed care in the United States will continue to put pressure on the pricing of healthcare services. Uncertainty exists as to the coverage and reimbursement status of new applications and services. Third-party payors, including governmental payors such as Medicare and private payors, are scrutinizing new medical products and services and may not cover or may limit coverage and the level of reimbursement for our services. Third-party insurance coverage may not be available to patients for any of our existing service candidates or for tests we discover and develop, and a substantial portion of the testing for which we bill our hospital and laboratory clients may ultimately be paid by third-party payers. Likewise, any pricing pressure exerted by these third-party payers on our clients may, in turn, be exerted by our clients on us. If the government and other third-party payers do not ~~provide~~ provide adequate coverage and reimbursement for our tests, it could adversely affect our operating results, cash ~~flows~~flow and our financial condition.

Regulatory changes, such as proposed government regulation of Laboratory Developed Tests, could require us to conduct additional clinical trials or result in delays, increased costs, or the failure to obtain necessary regulatory approvals, which could harm our business.

We intend to develop diagnostic tests for clients that cannot currently be provided using test kits approved or cleared by the FDA. The FDA has been considering changes to the way that it regulates these LDTs. Currently, all LDTs are conducted and offered in accordance with CLIA, and individual state licensing procedures. The FDA has published a draft guidance document that would require FDA clearance or approval of a subset of LDTs, as well as a modified approach for some lower risk LDTs that may require FDA oversight short of the full premarket approval or clearance process. Congress may enact legislation to provide a regulatory framework for the FDA’s role with regard to LDTs. As a result, there is a risk that the FDA’s proposed regulatory process could delay the offering of certain tests and result in additional validation costs and fees. This FDA approval or clearance process may be time-consuming and costly, with no guarantee of ultimate approval or clearance.

In 2014, FDA issued draft guidance announcing that it would end its historical policy of enforcement discretion regarding LDTs and outlining the first of multiple frameworks that have been proposed for their regulation. FDA announced in 2016 that it no longer planned to finalize its draft guidance and that it would continue to exercise enforcement discretion with respect to LDTs. On January 13, 2017, the FDA published a non-binding “Discussion Paper” proposing a framework of LDT oversight largely consistent with the draft guidance, “to spur further dialogue” and give “congressional authorizing committees the opportunity to develop a legislative solution.” Recent agency announcements made in the context of the COVID-19 public health emergency have produced a shifting policy landscape and further uncertainty regarding FDA’s role in regulating LDTs: in August 2020, HHS announced that FDA would not require premarket review of LDTs absent notice-and-comment rulemaking, but in November 2021, HHS issued a statement withdrawing that prior announcement, indicating a return to FDA’s longstanding approach to the regulation and enforcement discretion toward LDTs.

Congress has also considered a number of legislative proposals in recent years that would amend the regulatory framework for LDTs, including, among other requirements, FDA premarket review of certain LDTs. The most recent such proposal, the VALID Act, was introduced in both the House and Senate on June 24, 2021. A competing legislative proposal, the Verified Innovative Testing in American Laboratories Act of 2021 (“VITAL Act”), was introduced in the Senate on May 18, 2021. However, it remains uncertain whether Congress will enact legislation regulating LDTs, and, if so, whether the legislation will be similar to the framework described in FDA’s 2014 draft guidance or Discussion Paper, or either the VITAL or VALID Acts. It is possible that legislation and resulting FDA regulation may result in increased regulatory burdens and costs for us to seek marketing authorization for and maintain ongoing compliance for our existing tests, any modifications thereto, or any future tests we may develop. If the government begins to regulate our tests, it could require a significant volume of applications, which would be burdensome. Furthermore, governmental bodies could take a long time to review such applications and/or document responses if other laboratories were also required to file applications and/or document responses for each of their LDTs.

In the event that the FDA begins to regulate our tests, it may require additional pre-market clinical testing prior to submitting a regulatory notification or application for commercial sales. Such pre-market clinical testing could delay the commencement or completion of clinical testing, significantly increase our test development costs, delay commercialization of any future tests, and interrupt sales of our current tests. Additionally, the results of pre-clinical trials or previous clinical trials may not be predictive of future results, and clinical trials may not satisfy the requirements of the FDA or other non-U.S. regulatory authorities. Many of the factors that may cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or approval. The commencement of clinical trials may be delayed due to insufficient patient enrollment, which is a function of many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites, and the eligibility criteria for the clinical trial. Each of these outcomes would harm our ability to market our tests and/or to achieve sustained profitability.

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We use hazardous materials in our business and must comply with environmental laws and regulations, which can be expensive.

Our operations produce hazardous waste products, including chemicals, radioactive and biological materials. We are subject to a variety of federal, state and local laws and regulations relating to the use, handling, storage and disposal of these materials. Although we believe that our safety procedures for handling and disposing of these materials complies with the standards prescribed by state and federal laws and regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. We generally contract with third parties for the disposal of such hazardous waste products. We are also subject to regulation by the Occupational Safety and Health Administration (“OSHA”), the Environmental Protection Agency (the “EPA”). Additionally, we must comply with the regulations under the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other regulatory statutes, and may in the future be subject to other federal, state or local regulations. OSHA and/or the EPA may promulgate regulations that may affect our research and development programs. We may be required to incur further costs to comply with current or future environmental and safety laws and regulations. In addition, in the event of accidental contamination or injury from these materials, we could be held liable for any damages that result, including remediation, and any such liability could exceed our resources.

If we are unable to safeguard against security breaches with respect to our information systems, our business may be adversely affected.

In the course of our business, we gather, transmit and retain confidential information through our information systems. Although we endeavor to protect confidential information through the implementation of security technologies, processes and procedures, it is possible that an individual or group could defeat security measures and access sensitive information about our business and employees. Any misappropriation, loss or other unauthorized disclosure of confidential information gathered, stored or used by us could have a material impact on the operation of our business, including damaging our reputation with our employees, third parties and investors. We could also incur significant costs implementing additional security measures and organizational changes, implementing additional protective technologies, training employees or engaging consultants. In addition, we could incur increased litigation as a result of any potential cyber-security breach. We are not aware that we have experienced any material misappropriation, loss or other unauthorized disclosure of confidential or personally identifiable information as a result of a cyber-security breach or other act, however, a cyber-security breach or other act and/or disruption to our information technology systems could have a material adverse effect on our business, prospects, financial condition or results of operations.

We are exposed to potential product liability claims, and insurance against these claims may not be adequate and may not be available to us at a reasonable rate in the future.

Our business exposes us to potential liability risks inherent in the research, development, manufacturing and marketing of our technology. We may be subject to liability for errors in the test results we provide to oncologists or for a misunderstanding of, or inappropriate reliance upon, the information we provide. We have commercial product liability insurance coverage. However, this insurance coverage may not be adequate to cover all claims against us. There is also a risk that adequate insurance coverage will not be available in the future on commercially reasonable terms, if at all. The successful assertion of an uninsured product liability or other claim against us could cause us to incur significant expenses to pay such a claim, could adversely affect our predictive biomarker development or technology sales and could cause a decline in our revenues. Even a successfully defended product liability claim could cause us to incur significant expenses to defend such a claim, could adversely affect our predictive biomarker development and could cause a decline in our revenues. In addition, product liability claims could result in an FDA or equivalent non-United States regulatory authority investigation of the safety or efficacy of our test, our manufacturing processes and facilities, or our marketing programs.

Risks in Protecting Our Intellectual Property

We have exposure to general uncertainty and complex legal matters regarding the patents we license.

The patent positions of companies such as ours are generally uncertain and involve complex legal and factual questions. No consistent policy regarding the scope of claims allowable in patents in the field of method of use patents or reformulation patents has emerged in the United States. The relevant patent laws and their interpretation outside of the United States are also uncertain. Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our technology and to enforce the patent rights that we license, and could affect the value of such intellectual property. In particular, our ability to stop third parties from using, selling, offering to sell, or importing technology that infringe on our intellectual property will depend in part on our success in obtaining and enforcing patent claims that cover our technology, inventions, and improvements. With respect to both licensed and company-owned intellectual property, we cannot guarantee that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications we may file in the future, nor can we be sure that any patents that may be granted to us in the future will be commercially useful in protecting our technology or the methods of use. Patent and other intellectual property rights in the pharmaceutical and biotechnology space are evolving and involve many risks and uncertainties. For example, third parties may have blocking patents that could be used to prevent us from commercializing our technology. The issued patents that we in-license and those that may be issue in the future may be challenged, invalidated, or circumvented, which could limit our ability to stop competitors from marketing related technology or could limit the term of patent protection that otherwise may exist for our technology. In addition, the scope of the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies that are outside the scope of the rights granted under any issued patents that we own or exclusively in-license. For these reasons, we may face competition with respect to our technology. Moreover, because of the extensive time required for development, testing, and regulatory review of a potential technology, it is possible that, before any particular technology can be commercialized, any patent protection for such technology may expire or remain in force for only a short period following commercialization, thereby reducing the commercial advantage the patent provides.

If we are unable to protect the proprietary rights we license or to defend against infringement claims, we may not be able to compete effectively or operate profitably.

We develop predictive biomarkers that are the basis for or incorporated in our potential testing products. We protect our technology through United States and foreign patent filings, trademarks and trade secrets that we license from others.

The fact that we may file a patent application or that a patent has been issued does not ensure that we will have meaningful protection from competition with regard to the underlying technology. Patents, if issued, may be challenged, invalidated, declared unenforceable or circumvented or may not cover all applications we may desire. Any pending or future patent applications may not result in issued patents. Patents may not provide us with adequate proprietary protection or advantages against competitors with, or who could develop, similar or competing technologies or who could design around our patents. Patent law relating to the scope of claims in the pharmaceutical field in which we operate is continually evolving and can be the subject of some uncertainty. The laws providing patent protection may change in a way that would limit our protection.

We also rely on trade secrets and know-how that we seek to protect, in part, through confidentiality agreements. Our policy is to require our officers, employees, consultants, contractors, manufacturers, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements. These agreements provide that all confidential information developed or made known to an individual during the course of their relationship with us be kept confidential and not disclosed to third parties except in specific limited circumstances. We also require signed confidentiality agreements from companies that receive our confidential data. For employees, consultants and contractors, we require confidentiality agreements providing that all inventions conceived while rendering services to us shall be assigned to us as our exclusive property. It is possible, however, that these parties may breach those agreements, and we may not have adequate remedies for such a breach. It is also possible that our trade secrets or know-how will otherwise become known to or be independently developed by competitors.

We are also subject to the risk of claims, whether meritorious or not, that our technology infringes or misappropriates third-party intellectual property rights. Defending against such claims can be quite expensive even if the claims lack merit. If we are found to have infringed or misappropriated a third-party’s intellectual property, we could be required to seek a license or discontinue using certain technologies or delay commercialization of the affected technologies, and we could be required to pay substantial damages, which could materially harm our business.

We may be subject to litigation with respect to the ownership and use of intellectual property that will be costly to defend. The outcome of such a defense in uncertain.

Our business may bring us into conflict with our licensees, licensors or others with whom we have contractual or other business relationships, or with our competitors or others whose interests differ from ours. If we are unable to resolve those conflicts on terms that are satisfactory to all parties, we may become involved in litigation brought by or against us. That litigation is likely to be expensive and may require a significant amount of management’s time and attention, at the expense of other aspects of our business.

Litigation relating to the ownership and use of intellectual property is expensive, and our position as a relatively small company in an industry dominated by very large companies may cause us to be at a disadvantage in defending our intellectual property rights and in defending against claims that our technology infringes or misappropriate third-party intellectual property rights. Even if we are able to defend our position, the cost of doing so may adversely affect our profitability. We may in the future be subject to patent litigation and may not be able to protect our intellectual property at a reasonable cost if such litigation is initiated. The outcome of litigation is always uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities or otherwise affect our legal or contractual rights, which could have a significant adverse effect on our business.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications may be due to be paid to the United States Patent and Trademark Office (“USPTO”), GMU, the NIH, and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and/or applications. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply with these requirements. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market creating a material adverse effect on our business.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on our technology in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from using our inventions in all countries outside the United States, or from selling or importing technologies using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own technologies and may also export infringing technologies to territories where we have patent protection, but enforcement is not as strong as that in the United States. These technologies may compete with ours and our patents or other intellectual property rights.

Risks Relating to an Investment in Our Common Stock

We have issued, and may in the future issue, a significant amount of equity and convertible debt securities and, as a result, your ownership interest in our Company has been, and may in the future be, substantially diluted and your investment in our common stock could suffer a material decline in value.

In the Asset Sale Transaction, we issued a significant amount of equity securities, including Series D-1 and D-2 Preferred, which have subsequently converted into approximately 5.1 billion shares of common stock during fiscal 2020. On November 29, 2022, the Company consummated a private placement offering (the “Offering”). In the Offering, the Company issued (i) 10% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) in an aggregate principal amount of $16.9 million and (ii) warrants (the “Warrants” and together with the Debentures, the “Underlying Securities”) to purchase up to approximately five billion shares of common stock of the Company (the “Common Stock”), subject to adjustments provided in the Warrants and as described below.

The Debentures are convertible into shares of Common Stock at any time after the maturity date and prior to Mandatory Conversion (as defined in the Debentures) at the conversion price equal to the lesser of: (i) $0.003 per share and (ii) 70% of the average of the VWAP (as defined in the Debentures) (or 50% of the average of such VWAP if an event of default has occurred and has not been cured) of the Common Stock during the ten Trading Day (as defined in the Debentures) period immediately prior to the applicable conversion date. Alternatively, upon a Mandatory Conversion, the holders of the Debentures may elect to exchange their Debentures for newly issued convertible preferred securities at a price per share equal to the Qualified Offering Price or the five-day VWAP of the Common Stock prior to the date that is 181 days after the closing of the Qualified Offering. Using a conversion rate of $0.003, the $16.9 million of Debentures are convertible into approximately 5.6 billion shares of common stock, but such amount could be more based on the calculations described above.

2325

The Warrants are exercisable for five years and six months from the earlier of the maturity date of the Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the price per share at which the Qualified Offering is made (“Qualified Offering Price”), or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement. Therefore, the Warrants may be exercisable into more than the initial five billion shares of common stock. The Debentures and Warrants also contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends.

In addition to the Debentures, we currently have 141.5033 Series C-1 Preferred shares outstanding, which are convertible into approximately 21.32 million shares of common stock. In addition to the C-1 Preferred, we also have ~~approximately 1.9 billion~~ outstanding warrants that are convertible into approximately $7.2 billion common ~~stock~~shares subject to certain adjustments. We also have outstanding approximately 1.97 billion stock options issued pursuant to our equity incentive plan. As a result of these past issuances and potential future issuances, your ownership interest in the Company has been, and may in the future be, substantially diluted. In addition, we will continue to issue shares of common stock equity linked securities to finance the business when necessary.

The market price for our common stock has been volatile, and these issuances could cause the price of our common stock to continue to fluctuate substantially. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps substantially, and may further exacerbate any or all of the above risks.

Market volatility may affect our stock price, and the value of an investment in our common stock may be subject to sudden decreases.

The trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which our common stock trades depends on a number of factors, including the following, many of which are beyond our control:

	●	the relative success of our commercialization efforts for Theralink;

	●	our historical and anticipated operating results, including fluctuations in our financial and operating results or failure to meet revenue projections;

	●	changes in government regulations affecting our technology, reimbursement or other aspects of our or our competitors’ businesses;

	●	announcements of technological innovations or new commercial products by us or our competitors;

	●	developments concerning our key personnel;

	●	our ability to protect our intellectual property, including in the face of changing laws;

	●	announcements regarding significant collaborations or strategic alliances;

	●	publicity regarding actual or potential performance of our technology under development;

	●	market perception of the prospects for biotechnology companies as an industry sector; and

	●	general market and economic conditions.

During periods of extreme stock market price volatility, share prices of many biotechnology companies have often fluctuated in a manner not necessarily related to their individual operating performance. Furthermore, historically our common stock has experienced greater price volatility than the stock market as a whole.

We do not intend to pay cash dividends on our common stock in the foreseeable future.

We have never declared or paid cash dividends on our common stock. We are not currently profitable. To the extent, we become profitable, we intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying any cash dividends in the foreseeable future. Accordingly, our stockholders will not realize a return on their investment unless and until they sell shares if the trading price of our shares appreciates from the price at which the shareholder purchased them, of which there is no guarantee.

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares. The market for our common stock is limited and persons who purchase our common stock may not be able to resell their shares at or above the purchase price paid by them.

Our common stock is quoted on the OTC Pink tier of the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets are not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ or a stock exchange like the New York Stock Exchange. The OTC Markets are not liquid markets. There is currently only a limited public market for our common stock. We cannot assure you that an active public market for our common stock will develop or be sustained in the future. If an active market for our common stock does not develop or is not sustained, the price may decline. These factors may result in investors having difficulty reselling any shares of our common stock.

We are subject to the “penny stock” rules, which means brokers cannot generally solicit the purchase of our common stock, which adversely affects its liquidity and market price.

The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTC has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity in the public markets for our shares.

In addition to the “penny stock” rules, FINRA has adopted FINRA Rule 2111, which requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Risks Relating to the Merger

Because the market price of IMAC common stock will fluctuate prior to the consummation of the Merger, Theralink stockholders cannot be sure of the market value of IMAC common stock that they will receive in the Merger.

At the effective time of the Merger (the “Effective Time”), each share of common stock (“Theralink Common Stock”) and each share of preferred stock of Theralink (together with the Theralink Common Stock, “Theralink Shares”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the “IMAC Shares”) such that the total number of IMAC Shares issued to the holders of Theralink Shares shall equal 85% of the total number of IMAC Shares outstanding as of the Effective Time (the “Merger Consideration”). The Exchange Ratio is fixed (subject to adjustments in accordance with the terms of the Merger Agreement), which means that it will not change between now and the closing date, regardless of whether the market price of either IMAC common stock or Theralink common stock changes. Therefore, the value of the Merger Consideration will depend on the market price of IMAC common stock at the Effective Time. The respective market prices of both IMAC common stock and Theralink common stock have fluctuated since the date of the announcement of the parties’ entry into the Merger Agreement and will continue to fluctuate. The market price of IMAC common stock, when received by Theralink equity holders after the Merger is completed, could be greater than, less than or the same as the market price of IMAC common stock on the date of this annual report.

The Merger is subject to various closing conditions, and any delay in completing the Merger may reduce or eliminate the benefits expected and delay the payment of the Merger Consideration to Theralink equity holders.

The Merger is subject to the satisfaction of a number of conditions beyond the parties’ control that may prevent, delay or otherwise materially adversely affect the completion of the Merger. These conditions include, among other things, IMAC shareholder approval of the issuance of IMAC Common Stock in connection with the Merger. IMAC and Theralink cannot predict with certainty whether or when any of these conditions will be satisfied. Any delay in completing the Merger could cause the combined company not to realize, or delay the realization, of some or all of the benefits that the companies expect to achieve from the Merger. In such context, when or if Theralink’s equity holders will receive the Merger Consideration is also uncertain.

The Merger Agreement limits our ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal.

The Merger Agreement contains certain provisions that restrict our ability to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal, and we have agreed to certain terms and conditions relating to our ability to engage in, continue or otherwise participate in any discussions with respect to, provide a third party confidential information with respect to or enter into any acquisition agreement with respect to certain unsolicited proposals that constitute or are reasonably likely to lead to a competing proposal. These provisions could discourage a potential third-party acquirer that might have an interest in us from considering or pursuing an alternative transaction with us or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the total value proposed to be paid or received in the merger.

The market price for IMAC common stock following the closing may be affected by factors different from those that historically have affected or currently affect IMAC common stock and Theralink common stock.

Upon completion of the Merger, Theralink equity holders who receive IMAC common stock will become shareholders of IMAC. IMAC’s financial position may differ from its financial position before the completion of the Merger, and the results of operations of the combined company may be affected by some factors that are different from those currently affecting the results of operations of IMAC and those currently affecting the results of operations of Theralink. Accordingly, the market price and performance of IMAC common stock is likely to be different from the performance of Theralink common stock or IMAC common stock in the absence of the Merger.

We are expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by us.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, related transactions, combining the operations of the two companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting, and other advisors, employee retention and benefit costs, and filing fees. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the two companies’ businesses. While we have assumed that a certain level of expense would be incurred, there are many factors beyond our control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all.

The failure to successfully combine the businesses of IMAC and Theralink in the expected time frame may adversely affect IMAC’s future results, which may adversely affect the value of the IMAC common stock that Theralink equity holders would receive in the Merger.

The success of the Merger will depend, in part, on the ability of IMAC to realize the anticipated benefits from combining the businesses of IMAC and Theralink. To realize these anticipated benefits, IMAC’s and Theralink’s businesses must be successfully combined. If the combined company is not able to achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the merger.

IMAC and Theralink, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with customers and employees after the Merger or to achieve the anticipated benefits of the Merger. Integration efforts between the two companies will also divert management attention and resources.

The Merger Agreement subjects us to restrictions on our business activities prior to the closing.

The Merger Agreement subjects us to restrictions on our business activities prior to the closing. The Merger Agreement obligates Theralink to generally conduct our businesses in the ordinary course until the closing and to use our commercially reasonable efforts to preserve substantially intact our present business organization, goodwill and assets. These restrictions could prevent Theralink from pursuing certain business opportunities that arise prior to the closing and are outside the ordinary course of business.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of IMAC and Theralink, which could adversely affect the future business and operations of the combined company following the merger.

IMAC and Theralink are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the Merger will depend in part upon its ability to retain key management personnel and other key employees of both IMAC and Theralink. Current and prospective employees of IMAC and Theralink may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of IMAC and Theralink to retain or attract key management and other key personnel. If IMAC and Theralink are unable to retain personnel, including key management, who are critical to the future operations of the companies, IMAC and Theralink could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms, and failure to complete the merger could negatively impact Theralink’s common stock price and have other adverse effects.

IMAC or Theralink may elect to terminate the Merger Agreement in accordance with its terms in certain circumstances. If the Merger is not completed for any reason, including if the IMAC shareholders fail to approve the applicable proposals, the ongoing business of Theralink may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

	●	Theralink may experience negative reactions from the financial markets, including negative impacts on our unit price;
	●	Theralink may experience negative reactions from our customers, suppliers, vendors, landlords, joint venture co-members and other business relationships;
	●	We will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees;
	●	We may be required to pay a termination fee as required by the Merger Agreement;
	●	The Merger Agreement places certain restrictions on the conduct of the business pursuant to the terms of the Merger Agreement, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, may have been pursued;
	●	Matters relating to the Merger (including integration planning) require substantial commitments of time and resources by our management, which may have resulted in the distraction of our management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and
	●	Litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against Theralink to perform our obligations pursuant to the Merger Agreement.

Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Theralink equity holders generally.

In considering the recommendation of our board that Theralink equity holders vote in favor of the Merger Proposal, Theralink equity holders should be aware of and consider the fact that, aside from their interests as Theralink equity holders, certain Theralink directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Theralink equity holders generally. These interests include, among others, rights to continuing indemnification and directors’ and officers’ liability insurance. Our board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the merger and in recommending that Theralink equity holders approve the Merger Proposal.

Litigation relating to the Merger could result in an injunction preventing completion of the Merger, substantial costs to IMAC and Theralink and may adversely affect the combined company’s business, financial condition or results of operations following the merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on IMAC’s and Theralink’s respective liquidity and financial condition.

Lawsuits that may be brought against IMAC, Theralink and their respective directors and could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all.

Theralink equity holders will not be entitled to appraisal rights in the Merger.

Under the Nevada Revised Statutes, our equity holders do not have appraisal rights in connection with the Merger.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Not applicable.

ITEM 2. PROPERTIES

Our principal executive office at 15000 W. 6^th Avenue, Suite 400, Golden, CO 80401 is leased from a third party. In December 2019, we entered into a lease agreement for our corporate and laboratory facility in Golden, Colorado. The lease is for a period of 61 months, with continuing rental options, commencing in February 2020 and expiring in February 2025. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of; (i) $4,878 in the first year; (ii) $5,026 in the second year; (iii) $5,179 in the third year; (iv) $5,335 in the fourth year and; (v) $5,495 in the fifth year, plus a pro rata share of operating expenses beginning February 2020.

25On June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (the “Lease Amendment”), effective October 3, 2021, for its laboratory facility in Golden, CO. The Lease Amendment provided for: (i) an extension to the term of the original lease to five years following the completion of the Company’s improvements to the Expansion Premises (defined below); (ii) an expansion of the premises to include the premises located at Unit 404, Building F, 15000 West 6th Avenue, Golden, Colorado 80401, consisting of approximately 4,734 rentable square feet (the “Expansion Premises”); (iii) an annual base rent modification; (iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal options, each for five-year terms, for a total of ten years.

OnPursuant ~~June~~to ~~10,~~the ~~2021~~Lease Amendment, the Company ~~entered~~agreed ~~into an amendment~~ to ~~its~~total ~~existing~~annual ~~Warehouse~~base ~~Lease~~rent ~~(the~~of; ~~“Lease Amendment”~~(1), ~~effective October 3~~$115,823 ~~2021,~~ for ~~its~~year ~~laboratory~~one; ~~facility~~(2) ~~in Golden~~$119,310 COfor ~~(see~~year ~~Note~~two; 11(3). ~~The~~$122,893 for ~~Lease~~year ~~Amendment~~three; ~~provided for:~~ (i4) an$126,580 ~~extension~~for toyear ~~the~~four; ~~term~~(5) of$130,377 ~~the original~~for ~~lease~~year to five; ~~years~~(6) ~~following~~$135,163 ~~the~~for ~~completion~~year ofsix; ~~the~~(7) ~~Company’s~~$139,218 ~~improvements~~for toyear ~~the~~seven; ~~Expansion~~(8) ~~Premises~~$143,394 for ~~(defined~~year ~~below)~~eight; (ii9) ~~an expansion of the premises to include the premises located at Unit 404~~$147,696 ~~Building~~for F,year ~~15000~~nine; ~~West~~(10) ~~6th Avenue~~$152,127 ~~Golden,~~for ~~Colorado~~year ~~80401, consisting~~ten; of(11) ~~approximately 4~~$156,~~734~~331 ~~rentable~~for ~~square~~year ~~feet (the “Expansion Premises”)~~eleven; (~~iii~~12) an$161,391 ~~annual~~for ~~base~~year ~~rent modification~~twelve; (iv13) an$166,233 ~~increase~~for toyear ~~the security deposit~~thirteen; (v14) ~~tenant~~$171,220 ~~improvement~~for ~~allowance;~~year ~~(vi)~~fourteen ~~additional parking~~ and; (~~vii~~15) ~~two renewal options~~$176,357 ~~each~~ for ~~five~~ year ~~terms, for a total of ten years~~fifteen.

Pursuant to the Lease Amendment, the Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394 for year eight; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen.

We believe our facilities are adequate for our current and future needs.

ITEM 3. LEGAL PROCEEDINGS

On December 10, 2021, YPH LLC filed a complaint against the Company in the District Court for the Southern District of New York alleging that Theralink breached its Certificate of Designation for Series C-1 Convertible Preferred Stock by failing to honor a conversion notice submitted to it by YPH. ~~Based~~In onSeptember ~~these and other allegations~~2023, ~~Plaintiff~~the ~~asserted~~Company asettled ~~breach~~the ofcomplaint ~~contract~~and ~~claim claiming that it has damages~~ in ~~excess~~consideration of ~~$100~~the ~~million.~~mutual ~~The~~releases ~~case~~and ~~continues~~other toterms set beforth in the ~~pleadings~~Settlement ~~stage~~Agreement, ~~with~~ Theralink ~~filing~~will ~~its~~pay ~~last~~to ~~response~~YPH onthe ~~March~~total ~~30,~~sum ~~2022. The~~of ~~Company~~US ~~believes~~$87,000 ~~these~~in ~~claims~~four ~~are~~installments ~~without~~commencing ~~merit~~on ~~and~~September 30, ~~intends~~2023, toand ~~defend~~ending ~~plaintiffs’~~on ~~lawsuits~~December ~~vigorously.~~31, ~~The~~2023, ~~Company~~in ~~currently believes~~settlement ~~the likelihood~~ of aall ~~loss~~claims ~~contingency~~that ~~related~~were toasserted ~~these~~or ~~matters~~that iscould ~~remote~~have ~~and,~~been ~~therefore,~~asserted noin ~~provision~~the ~~for a loss contingency is required~~Action.

On August 16, 2022, Erika Singleton filed a complaint against the Company in the Eighth Judicial District Court, Clark County, Nevada, Case No. A-22-857038-C. Plaintiff alleges that the Company did not provide her with physical stock certificates for 200,000 shares of common stock Plaintiff purchased for $2,000 in 2017. Based on these and other allegations, Plaintiff asserts claims against the Company for breach of contract, violation of Florida securities law, fraud, and unjust enrichment. The Company isfiled ~~currently~~a ~~set~~motion to ~~file~~dismiss ~~its~~the ~~responsive~~fraud claim, ~~pleading~~which the Court granted on orApril ~~before~~20, ~~January~~2023. 6On December 4, 2023, the court granted the plaintiff a motion of leave to amend the complaint. The Company plans to file a motion to dismiss the amended claims.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2631

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders of Common Stock

Our common stock is quoted on the OTC Pink, operated by the OTC Markets Group. Our symbol is “THER.”

As of December 2817, ~~2022~~2023, there were approximately ~~238~~237 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries and holders of unissued shares common stock.

Dividends

Preferred Stock

Series E Preferred Stock Dividends

For the year ended September 30, ~~2022~~2023, and ~~2021~~2022, the Series E Preferred ~~stockholder~~stockholders earned dividends in the amount of $~~160~~26,~~000~~301 and $~~152~~160,~~890,~~000. respectively. ~~During the year ended September 30, 2021, we made cash payments in total amount of $152,859 towards the outstanding dividend payable.~~ As of September 30, 2022 ~~and 2021~~, we had $40,329 ~~and $13,151~~ of Series E Preferred stock dividend payable ~~reflected~~classified ~~in the accompanying balance sheets~~ as accrued liabilities on ~~instead~~the ofaccompanying ~~temporary~~balance ~~equity, respectively~~sheet. On November 29, 2022, all Series E Preferred stock including accrued dividends, was exchanged for Debentures.

Series F Preferred Stock Dividends

For the years ended September 30, ~~2022~~2023, and ~~2021~~2022, the Series F Preferred ~~stockholder~~stockholders earned dividends in the amount of $8013,~~000~~151 and $680,~~728~~000. ~~During the year ended September 30, 2021, no cash payments were made and during the year ended September 30, 2022, we made~~ ~~cash~~respectively. ~~payments~~As ~~in total amount~~ of ~~$66,564 towards the outstanding dividend payable. On~~ September 30, 2022 ~~and 2021~~, we had $20,164 ~~and~~ ~~$6,728~~ of Series F Preferred stock dividend payable ~~reflected~~classified ~~in the accompanying balance sheets~~ as accrued liabilities ~~instead~~ ofon ~~temporary~~the ~~equity,~~accompanying ~~respectively~~balance sheet. On November 29, 2022, all Series F Preferred stock including accrued dividends, was exchanged for Debentures.

Common Stock

WeTo date, we have not paid any cash dividends or stock dividends on our common stock. ~~and~~We ~~have~~currently noanticipate ~~intention~~that ofwe ~~paying~~will not pay any cash dividends on our common stock in the ~~shares~~foreseeable future. Furthermore, the terms of the financing arrangements that we have entered into any financing arrangements that we may enter into in the future, may restrict our ability to pay any dividends on our common stock.

Recent Sales of Unregistered Securities

None

ITEM 6. ~~SELECTED FINANCIAL DATA~~RESERVED

~~Not applicable.~~32

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding COVID-19

In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus had resulted in a world-wide pandemic. The COVID-19 pandemic has required alternative selling approaches such as through social media. We may be unable to avoid future reductions in net revenue using these alternative selling approaches that avoid direct contact with our customers. The worldwide response to the pandemic has resulted in a significant downturn in economic activity and there is no assurance that government stimulus programs will successfully restore the economy to the levels that existed before the pandemic. If an economic recession or depression is sustained, it could have a material adverse effect on our business as demand for our technology could decrease.

The overall impact of COVID-19 continues to have an adverse impact on business activities around the world. If the COVID-19 pandemic intensifies and expands geographically, its negative impacts on our sales could be more prolonged and may become more severe. The long-term financial impact on our business cannot be reasonably estimated at this time.

Overview

The Company is a ~~commercial-stage,~~ precision medicine, ~~molecular~~company ~~data~~with a nationally CLIA-~~generating~~certified ~~company~~and ~~that~~CAP-accredited ~~focuses~~laboratory onin ~~the~~Golden, ~~development~~Colorado. Theralink’s unique and ~~commercialization of~~patented aReverse ~~series~~Phase ofProtein ~~proprietary~~Array ~~data-generating~~(RPPA) ~~assays~~technology ~~that~~platform ~~may~~can ~~provide~~quantify ~~important~~protein ~~actionable~~signaling ~~information~~to ~~for~~support ~~physicians,~~oncology ~~patients~~clinical treatment decisions and biopharmaceutical ~~companies,~~ indrug development. Since protein signaling is responsible for the ~~area~~development and progression of ~~oncology~~cancer, nearly all FDA-approved cancer therapeutics target proteins, not genes. The ~~Company~~Theralink® RPPA technology can reveal the protein drug target(s) that are essentially turned “on” in a patient’s ~~objective~~cancer isand tomay ~~commercialize~~suggest the ~~technology~~most ~~originally~~effective ~~developed~~treatment plan byto ~~Theranostics Health,~~turn ~~Inc~~those proteins “off”. ~~This~~Therefore, the Theralink® RPPA technology is ~~differentiated~~a ~~due~~critical tool that may empower oncologists with actionable information to: effectively treat a cancer patient, which is often missed by standard proteomic and genomic testing.

●Our commercially Anavailable ~~exclusive~~Lab ~~license~~Developed ~~agreement~~Test ~~with~~(LDT), ~~George~~the ~~Mason~~Theralink® ~~University~~Assay ~~(“GMU”).~~for ●Breast ACancer, ~~patent~~is ~~portfolio~~currently ~~licensed~~being ~~from~~utilized ~~GMU~~by ~~and~~oncologists across the ~~National~~United ~~Institute~~States ofto ~~Health~~assist ~~(“NIH”)~~in making the most targeted treatment plan for their patients with advanced breast cancer. ●In ~~Access~~2023, Theralink tobegan ~~GMU’s~~receiving ~~well-published~~reimbursement ~~subject~~for ~~matter~~this ~~experts~~test by Medicare and ~~their~~certain ~~pioneering~~third-party ~~work~~payors. inThe ~~phosphoproteomic-based~~Theralink® ~~biomarker~~test ~~diagnostics.~~determines which ●drug ~~Expertise~~target(s) inare ~~cancer~~present ~~biomarker~~and/or activated and ~~data~~may reveal to the oncologist which patients are predicted to be responders versus non-~~generating~~responders ~~laboratory~~to ~~testing~~a ~~data~~particular therapeutic. ●The ~~Development~~test may provide therapeutic recommendations to support oncologist treatment selection of ~~proprietary,~~the ~~cutting-edge~~best ~~assays~~therapy ~~focused~~option on– ~~precision~~which ~~oncology~~may ~~care.~~improve ●patient ~~Building~~response ~~revenue~~and ~~streams~~consequently ~~based~~save onthe ~~our~~healthcare ~~proprietary~~system ~~technology~~substantial dollars.

~~Theralink~~The iscurrently ~~advancing~~available ~~proprietary~~Theralink® ~~technology~~Assay infor ~~the~~Breast ~~field~~Cancer ofwill ~~phosphoproteomic~~be ~~research,~~followed aby ~~sector which has emerged as one of~~ the ~~most~~Theralink® ~~exciting new components in the high~~Pan-~~growth~~Tumor ~~field~~Assay ~~of precision molecular diagnostics~~1.0, ~~This~~expected ~~technology is intended~~ to ~~make it possible to generate~~ anlaunch ~~accurate and comprehensive portrait of protein pathway activation~~ in ~~diseased~~2024 ~~cells~~to ~~from~~include ~~each~~ovarian, ~~patient~~endometrial, ~~which may enable providers to identify~~ and ~~match~~head ~~individuals~~& ~~with~~neck ~~optimal targeted molecular therapies~~cancers. ~~This technology enables the quantitative measurement of the active protein(s) in cancer cells and their level of activation.~~ The ~~technology’s~~test ~~measurement sensitivity~~ is ~~many~~also ~~times~~expected ~~greater than~~to ~~conventional~~expand ~~mass~~further ~~spectrometry and other protein immunoassays. Initially spun-out from GMU~~ in ~~2006,~~2024 ~~and subsequently elevated~~ to the ~~federal~~Theralink® ~~government’s~~Pan-Tumor ~~Center~~Assay ~~for~~2.0 ~~Medicare~~to &support ~~Medicaid~~the ~~Services’~~treatment ~~(“CMS”)~~of ~~and~~colorectal, ~~Clinical~~prostate, ~~Laboratory~~pancreatic, ~~Improvement Amendments (“CLIA”) standards~~lung, ~~Theralink’s~~and ~~assay~~other ~~may~~solid ~~prove highly useful for oncology patient management by improving~~tumor ~~(i)~~cancer ~~chemotherapy drug selection; (ii) immunotherapy drug selection; and (iii) optimizing combination therapy selection~~indications.

~~The~~On ~~biomarker~~May 23, 2023, we entered into an Agreement and ~~data-generating~~Plan ~~tests~~of ~~provide~~Merger ~~biopharmaceutical~~(the ~~companies~~“Merger Agreement”) with IMAC Holdings, ~~clinical~~Inc. ~~scientists~~(“IMAC”) and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC (“Merger Sub”). Upon the terms and ~~physicians~~subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with ~~molecular-based~~and ~~guidance~~into Theralink (the “Merger”), with Theralink continuing as toa ~~which~~wholly ~~patients~~owned ~~may~~subsidiary ~~benefit~~of ~~from~~IMAC. ~~new~~The ~~molecular~~board ~~targeted~~of ~~therapeutics~~directors ~~being~~of ~~developed~~IMAC, ~~for~~and ~~use~~the inCompany’s ~~treating~~Board ~~various~~of ~~life-threatening~~Directors unanimously ~~oncology~~approved ~~diseases~~the Merger Agreement. ~~These~~Under ~~tests~~the ~~may~~terms ~~also~~of ~~provide~~the ~~guidance~~Merger Agreement, upon completion of the Merger, each share of our common stock and each share of our preferred stock issued and outstanding as of immediately prior to ~~physicians~~completion onof ~~existing~~the ~~treatment~~Merger ~~standards~~will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the “IMAC Shares”) such that ~~are~~the ~~recognized~~total asnumber of IMAC Shares issued to the ~~standard~~holders of our common and preferred stock shall equal 85% of ~~care~~the intotal number of IMAC Shares outstanding as of the ~~oncology~~completion ~~treatment~~of ~~community~~the Merger. ~~This~~The ~~addresses~~completion of the ~~core~~Merger ~~aspect~~is subject to the satisfaction of ~~precision~~customary ~~oncology~~closing ~~treatment~~conditions, including: (i) adoption of the Merger Agreement by ~~identifying~~holders ~~which~~of ~~individuals~~a majority of the outstanding shares of ~~are~~voting ~~more~~stock ~~likely~~of toTheralink, ~~respond~~and to(ii) ~~specific~~approval ~~targeted~~of ~~molecular~~the ~~therapies~~issuance of IMAC Shares in connection with the Merger by a majority of the votes cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, ~~thus~~including ~~forming~~covenants and agreements relating to the ~~basis~~conduct ~~for~~of each ~~personalized~~of ~~medicine~~IMAC’s and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The Company is currently expecting to the completion of the merger in early 2024.

● The US Public Health Service (“PHS”), the federal agency that supervises the National Institutes of Health (“NIH”), which provides the Company with broad protection around its technology platform; and ● GMU, which provides access to additional intellectual property around improvements to the technology platform and biomarker signatures that form the basis for future phosphoproteomics products.

Our plan of operation over the next 12 months is to:

● Establishing laboratory Standard Operating Procedures (“SOP’s”) to comply with New York CLIA standards; ● Hiring additional lab techs and sales consultants; ● Choosing members to sit on our Clinical and Scientific Advisory Boards;

Appointment of New Directors and Officers

On ~~April~~May 15, ~~2022~~2023, ~~the~~we ~~Board~~appointed ofMr. ~~Directors~~Andrew ~~(“Board”)~~Kucharchuk ~~of the Company, voted~~ to ~~appoint Danica Holley and Matthew M. Schwartz, M.D. to~~ serve as ~~members of~~ the ~~Board,~~Company’s ~~effective~~Chief ~~April~~Financial ~~4, 2022~~Officer. MsMr. ~~Holley~~Kucharchuk ~~and~~has served ~~Dr. Schwartz will serve~~ as ~~members~~a ~~of the Board until the next annual meeting of shareholders of the~~ Company orDirector ~~until~~since ~~his~~June ~~or her resignation or removal and otherwise until his or her successor is elected~~2020. ~~The Board determined that Ms. Holley and Dr. Schwartz each meet the independence standards of the NASDAQ Stock Market Rules and the applicable rules of the SEC.~~

On ~~December~~June 528, ~~2022~~2023, we appointed Faith Zaslavsky, ~~age 48,~~ as ~~President and~~ Chief ~~Operating~~Executive Officer of the Company,. ~~effective~~Ms. Zaslavsky had served as our President and Chief Operating Officer since December 5, 2022.

On July 14, 2023, Dr. Michael Ruxin assumed the role of the Company’s Chief Scientific Officer as a consultant. Prior to his role as Chief Scientific Officer, he served as the Chief Executive Officer, and President. He has been a director of the Company since June 2020.

Results of Operations

Comparison for the Years Ended September 30, ~~2022~~2023 and ~~2021~~2022

Revenue

● During the years ended September 30, ~~2022~~2023, and ~~2021~~2022, ~~we generated~~ revenues ofwere $~~567~~606,~~905~~796 and $~~505~~567,~~604~~905, respectively, an increase of $6238,~~301~~891, or 127%. The increase was primarily ~~attributable~~due to an increase in patient direct services offset by a decrease in services performed under research and development contracts. ~~for~~During ~~pharmaceutical~~the ~~companies.~~years ended September 30, 2023 and 2022, revenues by category were as follows:

	Year Ended		Year Ended
	September 30, 2023		September 30, 2022
Biopharma services	$	465,430	$	547,060
Patient testing service		141,366		20,845
Total revenues	$	606,796	$	567,905

Costs of Revenues

● During the years ended September 30, ~~2022~~2023, and ~~2021~~2022, we incurred cost of revenue of $~~224~~126,~~886~~237 and $~~117~~224,~~456~~886, respectively, ana ~~increase~~decrease of $~~107~~98,~~430~~649, or 9144%. The ~~increase~~decrease in ~~2022~~ cost of ~~revenue~~revenues aswas due to a ~~percentage~~decrease ofin ~~revenue~~biopharma ~~over~~services ~~2021~~activities. ~~was~~In ~~because~~addition, in the fiscal 2022 period, the Company was required to purchase expensive third-party samples for certain pharmaceutical contracts. This increased ~~cost~~costs significantly and decreased the gross profit for the fiscal 2022 period.

Gross Margin

● For the years ended September 30, ~~2022~~2023 and ~~2021~~2022, gross profit was $~~343~~480,~~019~~559 and $~~388~~343,~~148~~019, respectively, aan ~~decrease~~increase of $45137,~~129~~540, or 1240%, which represents a gross margin of 6079% in ~~2022~~2023 versus 7760% in ~~2021~~2022. The ~~decrease~~increase was primarily attributable to the decrease in ~~revenue~~costs ~~and increase in cost~~ of revenue discussed above.

Operating Expenses

For the years ended September 30, ~~2022~~2023 and ~~2021~~2022, operating expenses consisted of the following:

	For the Years Ended September 30,
	2022		2021
	2023		2022
Professional fees	$	21,~~311~~995,~~098~~406	$	~~903~~2,~~932~~311,098
Compensation expense		75,~~373~~426,~~037~~955		27,~~259~~373,~~273~~037
Licensing fees		~~138~~75,~~440~~807		~~131~~138,~~469~~440
General and administrative expenses		21,~~160~~723,~~450~~087		2,~~659~~160,~~453~~450
Total	$	11,983,025	$	5,954,127
Impairment loss		238,671		-
Total	$	9,459,926	$	11,983,025

2934

Professional fees:

● For the year ended September 30, ~~2022~~2023, professional fees ~~increased~~decreased by $1315,~~407~~962,~~166,~~ or ~~156~~14%, as compared to the year ended September 30, ~~2021~~2022. The ~~increase~~decrease was primarily ~~attributable~~due to ana ~~increase~~decrease in stock-based consulting fees of $1,~~370~~097,~~261~~395 related to accretion of stock option expense ~~from~~for ~~the~~consultants ~~issuance~~offset by an increase of ~~stock~~$781,703, ~~options~~related to ~~consultants~~increases in ~~August~~legal, ~~2022~~accounting and other professional fees related to the Company’s fund-raising activities and the contemplated merger transaction.

Compensation expense:

● For the year ended September 30, ~~2022~~2023, compensation expense ~~increased~~decreased by $51,~~113~~946,~~764~~082, or ~~226~~26%, as compared to the year ended September 30, ~~2021~~2022. The ~~increase~~decrease was primarily ~~attributable~~due to ana ~~increase~~decrease in stock-based compensation of $43,~~645~~667,~~361~~538 related to accretion of stock option expense from the issuance of stock options to employees in August 2022, ~~and~~offset by an increase in ~~administrative~~employee compensation ~~and~~ related ~~employee~~expenses ~~benefits~~including ~~and~~$900,000 ~~expenses~~of ~~resulting~~severance ~~from~~incurred ~~additional~~during ~~employees~~the ~~being~~year ~~hired~~for ~~and~~the atermination of the Company’s CEO, employee bonus ~~paid~~payments and other increases due to ~~our~~employee ~~CFO~~hiring during the period.

Licensing fees:

● For the year ended September 30, ~~2022~~2023, licensing fees ~~increased~~decreased by $662,~~971~~633 or 545%, as compared to the year ended September 30, ~~2021~~2022. Licensing fees ~~are~~include ~~mainly~~fees incurred for ~~the~~licensed ~~lab~~ software, ~~the~~patent ~~GMU~~licensing ~~license~~fees and other fees related to state licenses. During 2022, the company obtained licenses from numerous states to conduct business as a certified lab. ~~The expanded national footprint is the driving force behind the increase in licensing fees.~~

General and administrative expenses:

● For the year ended September 30, ~~2022~~2023, general and administrative expenses decreased by $~~499~~437,~~003~~363, or 1920%, as compared to the year ended September 30, ~~2021~~2022. The decrease was primarily due to a decrease in laboratory ~~and biological~~ supplies expense of approximately $~~420~~175,~~000~~082 due to a decrease in breast cancer research and development, ~~and~~ a decrease in sample analysis services expense of approximately $~~584~~277,~~000~~701 due to the termination of our relationship with our service provider and bringing this function in-house., ~~These~~a ~~decreases~~decrease ~~were offset by an increase~~ in samples expense of $~~150~~25,000 for research and development ~~that was $0 last year~~, anand ~~increase~~a indecrease ~~rent expense of approximately $115,000 due to doubling the leased space at the beginning of the year, an increase~~ in ~~travel expense of $28,000, an increase in~~ business ~~insurance~~development fees of ~~approximately~~ $3448,~~000~~246. ~~due~~These todecreases ~~larger~~were ~~premiums~~offset ~~for~~by ~~D&O~~changes ~~insurance, an increase~~ in ~~business~~other ~~development~~G&A ~~cost~~expenses ofincluding ~~approximately $41,000 due to the Company attending more trade shows,~~ an increase in ~~repairs~~royalty ~~and~~fees ~~maintenance costs~~ of ~~approximately~~ $52153,~~000 because our equipment is aging, and increases in other general and administrative expenses~~277.

Loss from Operations

For the year ended September 30, ~~2022~~2023, loss from operations ~~amounted~~was to $118,~~640~~979,~~006~~367 as compared to $511,~~565~~640,~~979~~006 for the year ended September 30, ~~2021~~2022, a andecrease ~~increase~~ of $62,~~074~~660,~~027,~~639 or ~~109~~23%. The ~~increase~~decrease was primarily a result of ~~the~~a ~~increase~~decrease in operating expenses as discussed above.

Other ~~Income~~ (Expenses), net

For the ~~year~~years ended September 30, ~~2022~~2023 and ~~2021~~2022, total other ~~income (~~expenses), net ~~amounted~~was to $(121,~~101~~928,~~956~~138) and $94(1,~~330~~101,956), respectively, a ~~change~~an increase of $120,~~196~~826,~~286 or 1,268%~~182. The change was primarily due to an increase in interest expense of $~~973~~15,~~562 resulting from additional debt incurred in 2022~~811,931, an increase in ~~unrealized~~the ~~loss~~amortization onof ~~market~~debt discounts ~~securities~~ of $714,~~200~~544,202 afrom ~~decrease~~additional debt incurred or exchanged in ~~gain~~2023, a loss on debt extinguishment of $~~227~~5,~~294~~434,447 as ~~there~~compared to ~~was~~ no loss on debt extinguishment inis 2022, aan ~~decrease~~increase inof ~~gain~~$615,796 onin ~~disposal~~derivative ~~and~~liability ~~dissolution~~income ofas ~~subsidiaries~~compared ofto ~~$10,916~~no ~~which~~derivative ~~occurred~~income or expense in ~~2021~~2022, offset by achange ~~decrease~~ in ~~unrealized~~other ~~loss~~expenses, onincluding ~~exchange rate of~~ $22200,~~686~~000 asin ~~there~~settlement ~~was~~expense, noand an unrealized loss on marketable ~~exchange~~securities ~~rate in~~for ~~2022~~the period.

Preferred Stock ~~Dividend and Deemed Dividend~~Dividends

For the ~~year~~years ended September 30, 2023 and 2022, we recorded dividends for the Series E Preferred stock and Series F Preferred stock ~~in the amount~~ of $~~160~~26,~~000~~301 and $80160,000, respectively,. ~~for~~On aNovember ~~total~~29, ~~of $240~~2022,~~000~~ ofall ~~preferred~~Series E Preferred stock including accrued dividends, was exchanged for Debentures.

For the ~~year~~years ended September 30, ~~2021~~2023 and 2022, ~~related~~we torecorded dividends for the Series F Preferred stock, weand ~~recorded~~Series aF ~~beneficial~~Preferred ~~conversion~~stock ~~feature~~ of $4213,~~808~~151 and ~~the~~ ~~relative fair value of the issued warrant of~~ $~~957~~80,~~192 for a total of $1,~~000,~~000,~~ ~~accounted for as deemed dividend~~respectively. ~~For~~On ~~the~~November ~~year ended September 30~~29, ~~2021~~2022, weall ~~also recorded dividends for the~~ Series ~~E Preferred stock and Series~~ F Preferred stock ~~in the amount of $159~~,~~890 and~~ ~~$6,728,~~including ~~respectively,~~accrued ~~for a total of $166~~dividends,~~618~~ ofwas ~~preferred~~exchanged ~~stock dividends~~for Debentures.

Net Loss Attributed to Common Stockholders

For the year ended September 30, ~~2022~~2023, net loss ~~attributed~~attributable to common stockholders ~~amounted~~was $30,946,957 as compared to $12,981,962 for the year ended September 30, or2022, an increase of $(017,964,995 or 138%.~~00)~~ ~~per~~The ~~share~~increase ~~(basic~~was ~~and diluted)~~primarily ~~compared~~attributable to an increase in other expenses, net ~~loss~~offset ~~attributed~~by toa ~~common~~decrease ~~stockholders~~in ofloss tofrom ~~$6,638,267,~~operations oras ~~$(0~~discussed above.~~00)~~ Net loss per share ~~(basic and diluted),~~ for the year ended September 30, ~~2021,~~2023 anwas ~~increase of~~ $6(0.01),~~343,695,~~ oras ~~96%.~~compared ~~The~~to ~~increase~~$(0.00) ~~was~~for ~~a result of~~ the ~~changes~~same inperiod ~~operating~~of ~~expenses and other expenses, net discussed above~~2022.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to ~~meet~~pay its ~~needs~~short-term ~~for~~obligations ~~cash~~or ~~requirements~~liabilities. We ~~had~~will aneed ~~working~~to ~~capital~~raise ~~deficit~~additional ofoperating ~~$2,808,736~~capital in 2024 and ~~$393,460~~in future periods in ~~cash~~order asto ofmaintain ~~September~~our 30operations, ~~2022~~continue our efforts to restructure the Company and apursue ~~working~~our ~~capital~~business ~~deficit~~plan. Without additional sources of ~~$2,657,337~~cash ~~and~~we ~~$314,151 in~~will not have the cash asresources ofto ~~September~~continue ~~30,~~as ~~2021~~a going concern.

	September 30, 2022			September 30, 2021			Net Change			Percentage Change
Working capital (deficit):
Total current assets	$	646,984		$	638,753		$	8,231			1	%
Total current liabilities		(3,455,720	)		(3,296,090	)		(159,630	)		5	%
Working capital (deficit):	$	(2,808,736	)	$	(2,657,337	)	$	(151,399	)		6	%

We had a working capital deficit of $38,572,166 and $2,808,736 as of September 30, 2023, and September 30, 2022, respectively. Cash on hand as of September 30, 2023, totaled $997,484.

The increase in working capital deficit was primarily attributable to the increase in current assets of $8,231 and increase in current liabilities of $159,630.

	September 30, 2023			September 30, 2022			Net Change			Percentage Change
Working capital (deficit):
Total current assets	$	1,262,688		$	646,984		$	615,704			95	%
Total current liabilities		(39,834,854	)		(3,455,720	)		(36,379,134	)		1,053	%
Working capital (deficit):	$	(38,572,166	)	$	(2,808,736	)	$	(35,763,430	)		1,273	%

The decrease in working capital was primarily attributable to the increases in our current liabilities related to promissory and convertible notes payable, an increase in our derivative liabilities, and other working capital changes including an increase in accounts payable and accrued expenses offset by an increase in our current assets.

Cash Flows

The following table sets forth a summary of changes in cash flows for the years ended September 30, ~~2022~~2023, and ~~2021~~2022:

	Years Ended September 30,
	2022			2021
	2023			2022
Cash used in operating activities	$	(5,~~389~~774,~~695~~855	)	$	(45,~~780~~389,~~930~~695	)
Cash used in investing activities		(~~131~~163,~~611~~380	)		(~~134~~131,~~702~~611	)
Cash provided by financing activities		56,~~600~~542,~~615~~259			35,~~450~~600,~~000~~615
Net change in cash	$	79604,~~309~~204		$	(179,~~465,132~~309	)

Net Cash Used in Operating Activities:

Net cash used in operating activities was $5,774,855 and $5,389,695 for the ~~year~~years ended September 30, ~~2022~~2023 asand ~~compared to $4,780,930 for the year ended~~ September 30, ~~2021~~2022, ~~an increase of $608,765 or 13%~~respectively.

	●	Net cash used in operating activities for the year ended September 30, 2023 primarily reflected our net loss of $30,907,505 adjusted for changes in non-cash expenses of $22,048,498, including $15,284,413 related to the amortization of debt discounts, $5,434,447 related to a loss on debt extinguishment, and other non-cash changes including derivative income of $615,796, and changes in our operating assets and liabilities of $3,084,152 including an increase in our accounts payable and accrued liabilities of $3,126,857 and increases or decreases in our prepaid expenses and other current assets, accounts receivable and contract liabilities.
	●	Net cash used in operating activities for the year ended September 30, 2022 primarily reflected our net loss of $12,741,962 adjusted for the add-back of non-cash items such as depreciation expense of $190,780, non-cash lease cost of $28,451, accretion of stock options expense of $6,015,622, amortization of debt discount of $738,521, gain on operating lease modification of $8,229, unrealized loss on marketable securities of $7,300, and bad debt expense of $39,426, and changes in operating assets and liabilities consisting primarily of an increase in accounts receivable of $35,957, an increase in prepaid expenses and other current assets of $8,559, and a decrease in accounts payable of $191,125, offset by a decrease in laboratory supplies of $71,062, an increase in accrued liabilities and other liabilities of $483,575 and an increase in contract liabilities of $21,400.
	●	Net cash used in operating activities for the year ended September 30, 2021 primarily reflected our net loss of $5,471,649 adjusted for the add-back on non-cash items such as depreciation expense of $185,730, lease cost of $1,596, amortization of debt discount of $64,981, gain on debt extinguishment of $227,294, unrealized loss on exchange rate of $22,686, unrealized loss on marketable securities of $100, gain on dissolution of a subsidiary of $9,916, gain on disposal of a subsidiary of $1,000 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $37,732, an increase in accounts payable of $415,190, an increase in accrued liabilities and other liabilities of $140,955, an increase in deferred revenue of $135,150 offset by a decrease in laboratory supplies of $273.

Net Cash Used in Investing Activities

Net cash used in investing activities was ~~$131,611~~ for the ~~year~~purchase ~~ended~~of ~~September~~property and ~~30,~~equipment ~~2022~~totaling as$163,380 ~~compared~~and ~~to net cash used in investing activities of~~ $~~134~~131,~~202~~611 for the ~~year~~years ended September 30, ~~2021,~~2023 aand ~~decrease of $2~~2022,~~591,~~ ~~or 2%~~respectively.

	●	Net cash used in investing activities for the year ended September 30, 2022, resulted from the purchase of property and equipment of $131,611.
	●	Net cash used in investing activities for the year ended September 30, 2021, resulted from the purchase of property and equipment of $(135,702) offset by an adjustment related to a prior period redemption payment of $500 and proceeds from disposal of a subsidiary of $1,000.

Cash Provided by Financing Activities:

Net cash provided by financing activities was $56,~~600~~542,~~615~~259 ~~for~~and ~~the year ended September 30, 2022 as compared to~~ $35,~~450~~600,~~000~~ 615 for the ~~year~~years ended September 30, ~~2021,~~2023 anand ~~increase of $2~~2022,~~150,615~~ ~~or 62%~~respectively.

	●	Net cash provided by financing activities for the year ended September 30, ~~2022~~2023 ~~consisted~~included of $35,~~150~~938,~~000~~073 of net proceeds from ~~related~~the ~~party~~issuance ~~convertible debt, $2,475,000~~ of ~~net proceeds from~~ convertible debt, and $~~400~~1,~~000~~027,181 of net proceeds from ~~related~~the ~~party~~issuance of promissory notes payable, offset by repayment of $~~150~~369,000 ofin apromissory ~~related~~and ~~party~~ convertible ~~note~~notes, ~~repayment~~and ofthe ~~$47,730~~repayment of financed leases, ~~payments~~ of $~~199~~53,~~385 in preferred stock dividends, and payments of deferred offering costs of $27,270~~995.
	●	Net cash provided by financing activities for the year ended September 30, ~~2021,~~2022 ~~consisted~~included of $15,~~350,~~625.000 of net proceeds from ~~deposits from~~ the ~~sale~~issuance of ~~common~~convertible ~~stock~~debt ~~which~~and ~~are~~$400,000 ~~accounted~~of ~~for~~net asproceeds ~~liabilities~~from ~~until~~related weparty ~~are~~notes ~~able~~payable, tooffset ~~issue~~by the ~~shares,~~repayment of $1150,000~~,000~~ ~~proceeds~~of ~~from~~a ~~convertible debt –~~ related party, ~~$100~~convertible note,~~000~~ ~~proceeds~~repayment ~~from~~of a$47,730 ~~note~~of ~~payable~~financed –leases, ~~related~~payments ~~party~~of ~~and~~ $1199,~~000,000~~385 ofin ~~proceeds~~preferred ~~from~~stock ~~the~~dividends, ~~sale~~and payments of ~~Series~~deferred Foffering ~~Preferred~~costs ~~stock~~of $27,270.

Cash Requirements

Our management does not believe that our current capital resources will be adequate to continue operating our Company and maintaining our business strategy for more than 12 months from the date of this report. Accordingly, we will have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Going Concern

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company had net loss and net cash used in operations of $1230,~~741~~907,~~962~~505 and $5,~~416~~774,~~965,~~855 and, respectively, for the year ended September 30, ~~2022~~2023. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $6293,~~807~~754,~~817~~774, $638,~~801~~115,~~055~~561, and $238,~~808~~572,~~736~~ 166 on September 30, ~~2022~~2023. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

The Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and equity ~~financings~~financing to fund its operations in the future.

Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, convertible notes and convertible debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Financings During Fiscal 2022

Convertible Debt – Related Parties

On November 1, 2021, the Company entered into a Securities Purchase Agreement (“First November 2021 SPA”) with a related party, who is an affiliate stockholder (“First November 2021 Investor”), to purchase three convertible notes (collectively as “First November 2021 Notes”) and three accompanying warrants (collectively as “First November 2021 Warrants”), for an aggregate investment amount of $1,000,000. The first note issued on November 1, 2021, had a principal balance of $334,000 and accompanying warrants to purchase up to 18,251,367 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $333,000 and accompanying warrants to purchase up to 18,196,722 shares of common stock. The third note issued on January 1, 2022, had a principal balance of $333,000 and accompanying warrants to purchase up to 18,196,722 shares of common stock. The Company received $1,000,000 in aggregate proceeds from the First November 2021 Notes. The First November 2021 Notes bear an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the First November 2021 Notes) and mature on November 1, 2026. The First November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The First November 2021 Warrants were initially valued at $990,048 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First November 2021 Notes. The First November 2021 Notes and First November 2021 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The First November 2021 Notes and First November 2021 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the First November 2021 Notes and First November 2021 Warrants. The conversion and exercise price of the First November 2021 Notes and First November 2021 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. The Company may prepay the First November 2021 Notes at any time in an amount equal to 110% of the outstanding principal balance and accrued interest. At the election of the First November 2021 Investor, the First November 2021 Notes can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the First November 2021 Notes in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the First November 2021 Notes), the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of common stock. On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. The Company issued additional warrants to purchase up to 218,579,234 shares of common stock to the First November 2021 Investor which increased the total relative fair value of all warrants in total by $34,620 recorded as debt discount which is being amortized over the life of the First November 2021 Notes (see Note 9 and 10). The modification of the First November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial modification whereby the First November 2021 Investor received a substantial amount of additional warrants for the same principal amount of investment hence it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses was recognized. As of September 30, 2022, the First November 2021 Notes had an outstanding principal of $1,000,000 and accrued interest of $20,164. The First November 2021 Notes are included in the accompanying balance sheet at $140,093 as a long-term convertible note payable – related party, net of discount in the amount of $859,907 (see Note 9) as of September 30, 2022.

On April 5, 2022, pursuant to the First April 2022 SPA, Matthew Schwartz, a member of the Board of Directors and a related party, purchased a convertible note with principal of $100,000 with accompanying First April 2022 Warrants to purchase 4,201,681 shares of common stock. The Company received net proceeds of $100,000 on March 24, 2022. The First April 2022 Warrants were valued at $89,815 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First April 2022 Note. The First April 2022 Warrants are exercisable at any time and expire on April 1, 2027. The First April 2022 Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the First April 2022 Note)) and matures on April 1, 2027. The First April 2022 Note and First April 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment as provided in the agreements). Upon maturity the Company may pay the outstanding balance of the First April 2022 Note in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange, the conversion amount (as defined in the First April 2022 Note) shall automatically be converted into fully-paid and non-assessable shares of common stock. As of September 30, 2022, the First April 2022 Note had an outstanding principal balance of $100,000 and accrued interest of $3,901.

On May 9, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA”) with a related party, who is an affiliate stockholder (“May 2022 Investor”), to purchase four convertible notes for an aggregate investment amount of $1,000,000 (collectively as “May 2022 Notes”) and accompanying warrants to purchase shares of common stock equal to 20% of the number of the total shares of common stock issuable upon the conversion of the May 2022 Notes (collectively as “May 2022 Warrants”). The first note issued on May 9, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The second note issued on May 24, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The third note issued on June 10, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The fourth note issued on July 1, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The Company received $1,000,000 in aggregate proceeds from the May 2022 Notes. The May 2022 Notes bear an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the May 2022 Notes)) and mature on April 1, 2027. The May 2022 Warrants are exercisable at any time and expire on April 1, 2027. The May 2022 Warrants were valued at $178,449 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the May 2022 Notes. The May 2022 Notes and May 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The May 2022 Notes and May 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the May 2022 Notes and May 2022 Warrants. As of September 30, 2022, the May 2022 Notes had an aggregate outstanding principal balance of $1,000,000 and accrued interest of $20,110.

On June 15, 2022, pursuant to the June 2022 SPA, Danica Holley, a member of the Board of Directors and a related party, purchased a convertible note with principal of $50,000 (the “June 2022 Note”) with accompanying warrants (the “June 2022 Warrants”) to purchase 2,100,840 shares of common stock. The Company received net proceeds of $50,000 on June 15, 2022. The June 2022 Warrants were valued at $5,924 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the June 2022 Note. The June 2022 Warrants are exercisable at any time and expire on April 1, 2027. The June 2022 Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the June 2022 Note)) and matures on April 1, 2027. The June 2022 Note and June 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment as provided in the agreements). As of September 30, 2022, the June 2022 Note had an outstanding principal balance of $50,000 and accrued interest of $1,173.

On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $125,000, and on September 2, 2022, the Company entered into a second Demand Promissory Note Agreement with Jeffrey Busch for a principal balance of $150,000 (collectively referred to as called the “Busch Notes”). The Busch Notes bear an annual interest rate of 8% and are payable on demand. The outstanding principal and accrued interest on the Busch Notes is contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, the Busch Notes had an outstanding principal balance of $275,000 and accrued interest of $2,683 and are included in the accompanying balance sheet as a short-term convertible note payable – related party.

On August 11, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $375,000. The note bears an annual interest rate of 8% and is payable on demand. The outstanding principal and accrued interest of the note is contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, this note had an outstanding principal balance of $375,000 and accrued interest of $4,110 and is included in the accompanying balance sheet as a short-term convertible note payable – related party.

On September 2, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $350,000. The note bears an annual interest rate of 8% and is payable on demand. The outstanding principal and accrued interest of the note is contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, this note had an outstanding principal balance of $350,000 and accrued interest of $2,148 and is included in the accompanying balance sheet as a short-term convertible note payable – related party.

Convertible Debt

On January 31, 2022, the Company entered into a Securities Purchase Agreement (“Second January 2022 SPA”) with an investor (“Second January 2022 Investor”) to purchase a convertible note with principal balance of $500,000 (“Second January 2022 Note”) with the Company receiving $500,000 in proceeds and accompanying warrants to purchase up to 136,612,022 shares of common stock (“Second January 2022 Warrants”). The Second January 2022 Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Second January 2022 Note)) and mature on November 1, 2026. The Second January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The Second January 2022 Note and Second January 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The Second January 2022 Note and Second January 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second January 2022 Note and Second January 2022 Warrants. The conversion and exercise price of the Second January 2022 Note and Second January 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. As of September 30, 2022, the Second January 2022 Note had an outstanding principal balance of $500,000 and accrued interest of $26,520.

During April 2022, pursuant to the Second April 2022 SPA various investors purchased convertible notes for an aggregate investment amount of $425,000 with the Company receiving $425,000 of proceeds with accompanying Second April 2022 Warrants to purchase up to an aggregate of 17,857,144 shares of common stock. The Second April 2022 Warrants were valued at $335,593 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the Second April 2022 Notes. The Second April 2022 Notes bear an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Second April 2022 Notes)) and mature on April 1, 2027. The Second April 2022 Warrants are exercisable at any time and expire on April 1, 2027. The Second April 2022 Notes and Second April 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment as provided in the agreements). As of September 30, 2022, the Second April 2022 Notes had an aggregate outstanding principal balance of $425,000 and accrued interest of $15,710.

On July 1, 2022, the Company entered into a Securities Purchase Agreement with an investor (“July 2022 Investor”), to purchase a convertible note for a principal amount of $50,000 (“July 2022 Note”) with the Company receiving $50,000 of proceeds and accompanying warrants to purchase 2,100,840 shares of common stock (“July 2022 Warrants”). The July 2022 Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the July 2022 Note)) and matures on April 1, 2027. The July 2022 Warrants are exercisable at any time and expire on April 1, 2027. The July 2022 Warrants were valued at $7,037 using the relative fair value method and shall be recorded as debt discount to be amortized over the life of the July 2022 Note. The July 2022 Note and July 2022 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The July 2022 Note and July 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the July 2022 Note and July 2022 Warrants. The conversion and exercise price of the July 2022 Note and July 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. For so long as the July 2022 Warrants remains outstanding and until the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to investors in an offering of common stock or of any equity linked security (each a “Subsequent Offering”), and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the July 2022 Warrants such that the July 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of cashless exercises, then the July 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. As of September 30, 2022, the July 2022 Note had an outstanding principal balance of $50,000 and accrued interest of $953.

Note Payable - Related Party

On May 5, 2022, the Company and Jeffrey Busch amended the April 26, 2021 note with principal amount of $100,000 (“Original Note”) pursuant to which the principal amount was increased to $350,000 (“New Note”) with the Company receiving additional $250,000 of proceeds and added a conversion feature. The New Note bears an annual interest rate of 1% (which shall increase to 2% in an event of a default) and matures on May 5, 2024. The New Note may not be prepaid and is only convertible upon an occurrence of a public offering. The outstanding principal plus any unpaid accrued interest (“Conversion Amount”) of the New Note is convertible into shares of common stock at the price for which the common stock was sold in the public offering. Pursuant to ASC 470-50 - Debt Modifications and Exchanges; the amendment was accounted for as a debt extinguishment because the contingent conversion feature added to the New Note resulted in a substantial modification of the Original Note. No gain or loss was recognized in connection with the debt extinguishment. As of September 30, 2022, the New Note had an outstanding principal balance of $350,000, reflected as notes payable – related party in the accompanying balance sheet since the conditions for its contingent conversion has not yet been met, and accrued interest of $2,474.

Future Financings

WeDuring ~~will~~the ~~require~~year ~~additional~~ended ~~financing~~September to30, ~~fund~~2023, ~~our~~we ~~planned~~raised ~~operations~~approximately $6.5 Wemillion ~~currently~~from donet ~~not~~cash ~~have~~provided ~~committed~~by ~~sources~~our offinancing ~~additional~~activities ~~financing~~including the issuance of convertible notes and ~~may~~other ~~not~~promissory benotes. ~~able~~As toof ~~obtain~~September ~~additional~~30, ~~financing~~2023, ~~particularly~~we had approximately $1.0 million of cash on hand. As of September 30, if2023, ~~the~~we ~~volatile~~had ~~conditions~~approximately $20.1 million in outstanding indebtedness, net of ~~the~~discounts ~~stock~~including promissory notes and ~~financial~~convertible ~~markets,~~notes of approximately $18.6 million and ~~more~~$1.5 million of accrued interest on these notes. All of the notes are ~~particularly~~classified as current liabilities on the ~~market~~Company’s balance sheet. For additional detail on our outstanding indebtedness, see Note 6 to our financial statements included herein for ~~early~~the ~~development~~year ~~stage~~ended ~~company~~September ~~stocks~~30, ~~persist~~2023.

We will need to raise substantial additional capital in 2024 in order to satisfy our outstanding indebtedness, maintain our operations and continue our efforts to restructure the Company. If we are unable to do so we may be forced to cease operations or pursue bankruptcy protection. In order to induce our current lenders to agree to a restructuring, we may be required to issue additional debt or equity securities or submit the Company to restrictive covenants and other terms with the potential to hinder or prevent our planned operations and growth. See “Item 1A. – Risk Factors” of this Annual report on Form 10-K.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.37

Critical Accounting Policies

We In ~~have~~preparing ~~identified~~ the ~~following~~financial ~~policies~~statements, aswe ~~critical~~make toestimates ~~our~~and ~~business~~assumptions ~~and~~that ~~results~~have ofan ~~operations.~~impact ~~Our~~on ~~reported~~the ~~results~~assets, ~~are~~liabilities, ~~impacted~~revenue, byand ~~the~~expenses ~~application~~reported. ofThese ~~the~~estimates ~~following~~can ~~accounting~~also ~~policies,~~affect ~~certain~~supplemental ofinformation ~~which~~disclosed ~~require~~by ~~management~~us, toincluding ~~make~~information ~~subjective~~about orcontingencies, ~~complex~~risk, and ~~judgments~~financial condition. ~~These judgments~~We ~~involve~~believe, ~~making~~given ~~estimates~~current ~~about~~facts ~~the~~and ~~effect~~circumstances, ofthat ~~matters~~our ~~that~~estimates and assumptions are ~~inherently~~reasonable, ~~uncertain~~adhere to GAAP, and ~~may~~are ~~significantly~~consistently ~~impact~~applied. ~~quarterly~~Inherent ~~or annual~~in ~~results~~the nature of ~~operations.~~an ~~For~~estimate ~~all~~or ofassumption ~~these~~is ~~policies,~~the ~~management~~fact ~~cautions~~ that ~~future~~actual ~~events~~results ~~rarely~~may ~~develop~~differ from ~~exactly~~the ~~as expected~~estimates, and ~~the~~ ~~best~~ estimates ~~routinely~~may ~~require~~vary ~~adjustment.~~as ~~Specific~~new ~~risks~~facts ~~associated~~and ~~with~~circumstances ~~these~~arise. ~~critical~~Our significant accounting policies are ~~described~~more fully described in the ~~following~~ ~~paragraphs~~notes to our financial statements included herein for the period ended September 30, 2023.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the years ended September 30, 2022 and 2021 include, but are not necessarily limited to, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions.

Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operation will be affected.

Fair Value of Financial Instruments and Fair Value Measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under the FASB’s Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment.

Revenue Recognition

In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company provides research and development support to biopharmaceutical companies to assist their drug development programs. In January 2021, the Company began performing tumor profiling to support clinical patient therapeutic intervention. The services provided by the Company are performance obligations under services contracts. These contracts are completed over time and may lead to deferred revenue for services not completed at the end of a period which is reflected as contract liabilities on the accompanying balance sheet. The Company may include, in accounts receivable, amounts billed to customers in advance of services being initiated or completed. If the Company has a right to such consideration that is unconditional such as for contractually allowed billings under non-cancellable contracts, such amounts billed in advance would be offset by a contract liability. Management reviews the completion status of all jobs monthly to determine the appropriate amount of revenue to recognize. The Company offers these services to biopharmaceutical companies and to private individuals. The Company uses various output methods to recognize revenues. The revenue recognized from services provided to private individuals during the years ended September 30, 2022 and 2021 were minimal and therefore was not disaggregated for disclosure purposes.

Contract Liabilities

Contract liabilities are cash deposits received from customers and advance billing included in accounts receivable on uncompleted contracts for which revenues have not been recognized as of the balance sheet date.

Leases

The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting. The Company assess whether the contract is, or contains, a lease at the inception of a contract which is based on (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.

Recent Accounting Pronouncements

InAny ~~August~~new ~~2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion~~ and ~~Other~~recently ~~Options~~adopted (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting ~~for~~pronouncements convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are ~~separated~~more ~~from~~fully ~~the~~described ~~host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result~~ in ~~substantial~~ ~~premiums~~Note ~~accounted~~2 for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to ~~the~~our ~~coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide~~ financial ~~statement~~statements ~~users~~included ~~with~~herein a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for ~~convertible instruments and the difficulties with the interpretation and application of the relevant guidance.~~ ~~To further improve~~ the ~~decision~~year ~~usefulness~~ended ~~and~~September ~~relevance of the information being provided to users of financial statements~~30, ~~amendments in ASU 2020-06 increased information transparency by making the following amendments to the disclosure for convertible instruments:~~2023.

1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate.

Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital.

The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules from page F-1 of this annual report on Form 10-K, which are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our Company’s disclosure controls and procedures as of the end of the period covered by this ~~annual~~Annual ~~report~~Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, ~~2022~~2023, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting.

Internal Control Over Financial Reporting

Management’s Annual report on Internal Control Over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, ~~2022~~2023. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, ~~2022~~2023, our internal control over financial reporting was not effective.

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal controls over financial reporting:

	(1)	The lack of multiple levels of management review on complex accounting and financial reporting issues, and business transactions,
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support the hiring of personnel and implementation of accounting systems,

	1.	The lack of multiple levels of management review on complex accounting and financial reporting issues, and business transactions,

	2.	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support the hiring of personnel and implementation of accounting systems and,

	3.	the lack of a separate Audit Committee of the Board of Directors.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~Limitations~~Management’s onRemediation ~~Effectiveness of Controls~~Plan

~~Our~~Management ~~principal~~plans ~~executive~~to ~~officer~~implement ~~and~~measures ~~principal~~designed ~~financial~~to ~~officer~~ensure ~~do not expect~~ that ~~our disclosure controls or our internal~~ control ~~over~~deficiencies ~~financial reporting~~contributing ~~will~~to ~~prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that~~ the ~~objectives~~material ofweakness ~~the~~outlined ~~control~~above ~~system~~ are ~~met.~~remediated at ~~Further,~~such ~~the~~time ~~design~~as ofsufficient afunds ~~control system must reflect the fact that there~~ are ~~resource~~available ~~constraints, and the benefits of controls must be considered relative~~ to ~~their~~do ~~costs~~so. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The ~~design~~remediation ofactions ~~any~~planned system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.include:

~~This annual~~● ~~report~~appoint ~~does~~additional ~~not~~qualified ~~include~~personnel anto ~~attestation~~address ~~report~~inadequate segregation of ~~our~~duties ~~registered~~and ~~public~~ineffective ~~accounting~~risk ~~firm~~management; ~~regarding~~and ~~internal~~● ~~control~~adopt ~~over~~sufficient ~~financial reporting.~~written ~~Management’s~~policies ~~report~~and ~~was~~procedures ~~not~~for ~~subject to attestation by the Company’s registered public~~ accounting ~~firm~~and ~~pursuant to~~financial ~~SEC~~reporting, ~~rules~~and ~~that~~● ~~permit~~establishing usa toseparate ~~provide~~Audit ~~only~~Committee ~~management’s~~of ~~report~~the onBoard ~~internal~~of ~~control over financial reporting in this annual report on Form 10-K~~Directors.

The remediation efforts set out in (i) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this Annual Report on Form 10-K. However, management believes that despite our material weaknesses set forth above, our financial statements for the year ended September 30, 2023, are fairly stated, in all material respects, in accordance with US GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the ~~Securities~~ Exchange Act ~~of 1934~~) during the ~~quarter~~year ended September 30, ~~2022~~2023, that has materially affected, or is reasonably likely to ~~materially~~ materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

~~None~~Not applicable.

39ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

~~ITEM~~The information required by this Item 10. ~~DIRECTORS~~will be included under the captions “Directors and Executive Officers”, ~~EXECUTIVE~~“Information ~~OFFICERS~~as ~~AND~~to ~~CORPORATE~~Nominees and ~~GOVERNANCE~~Other Directors”, “Information Regarding Meetings and Committees of the Board”, “Compliance with Section 16(a) of the Exchange Act”, “Code of Ethics”, “Corporate Governance” and as otherwise set forth in the Company’s Definitive Proxy Statement and is incorporated herein by reference or, alternatively will be included, by amendment to this Form 10-K under cover of Form 10-K/A no later than 120-days after the end of our fiscal year covered by this report.

~~Board~~Item of11. ~~Directors and~~ Executive ~~Officers~~Compensation

The ~~following~~information ~~table~~required ~~sets~~by ~~forth~~this ~~the~~Item ~~names,~~11 ~~positions~~will ~~and~~be ~~ages~~included ofin ~~our~~the ~~directors~~Definitive ~~and~~Proxy ~~executive~~Statement ~~officers~~referenced asabove ofin ~~the~~Item ~~date~~10 ofand ~~this~~is ~~report~~incorporated herein by reference.

Name	Age	Position
Mick Ruxin, M. D.	76	Chief Executive Officer, and Director
Thomas Chilcott	55	Chief Financial Officer
Faith Zaslavsky	48	President and Chief Operating Officer
Jeffrey Busch	65	Chairman of the Board
Andrew Kucharchuk	42	Director
Yvonne C. Fors	50	Director
Danica Holley	50	Director
Matthew Schwartz	49	Director

Biographical information concerning the directors and executive officers listed above is set forth below. The information has been provided to us about all the positions they hold, their principal occupation and their business experience for the past five years. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to conclude that they should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Each director is to be elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until their qualified successor is elected.

Mick Ruxin, M.D.

Dr. Ruxin has been the Chief Executive Officer, President and a director of the Company since June 2020 and was the Chief Executive Officer, President of Avant prior to the Asset Sale. Prior to his current role, he was a strategic advisor to Avant since December 2017. Previously, Dr. Ruxin was the Chairman, CEO and Founder of Global Med Technologies, Inc. (GLOB). He grew GLOB from a foundational concept to an international medical software company, specializing in FDA approved software, with specific diagnostic capabilities, and serving over 30 countries on 4 continents. Under his leadership, GLOB had its initial financing, its initial public offering and subsequent follow-on financings. Dr. Ruxin also founded PeopleMed, Inc., a validation and chronic disease management software subsidiary of GLOB. In addition, he conceived and executed the acquisition and financing of Inlog, a French software company serving the EU, becoming the Directeur General responsible for European Operations—and eDonor, a US based regulated software company serving domestic and international blood donor centers. Prior to Dr. Ruxin engineering the sale of GLOB to a NYSE company, Haemonetics Corp. (HAE), he led his team to national prominence by being awarded the #1 position in quality of product and customer service against billion-dollar software companies, rated by an industry-respected, independent software rating service. After GLOB’s acquisition by Haemonetics, Dr. Ruxin was asked to stay with the company through the transition. Dr. Ruxin was on the Executive Management Team (EMT) at Haemonetics for approximately 6 months after the merger. The EMT was responsible for diagnostic strategies and identified domestic and international software opportunities for the company. Before founding Global Med Technologies, Dr. Ruxin founded and was President and CEO of DataMed International, Inc. (DMI), a private, international drugs of abuse management company (from 1989-1997). DMI’s clients included FedEx, International Multi-Foods, Los Alamos National Laboratories, Chevron, ConAgra, Nestles and AT&T, among over 500 other companies. Dr. Ruxin was one of the first 10 certified Medical Review Officers in the country, and he participated in writing the Federal legislation for drugs of abuse testing. Dr. Ruxin received his M.D. degree from the University of Southern California School of Medicine and his B.A degree in Philosophy from the University of Pittsburgh.

Thomas E. Chilcott, III

Mr. Chilcott has served as our Chief Financial Officer since September 2020. Prior to taking his current role, Mr. Chilcott served as Chief Financial Officer, Secretary, Treasurer and Controller of Ampio Pharmaceuticals, Inc., or Ampio (NASDAQ: AMPE), from January 2017 until June 2019. Mr. Chilcott also served as the President and Chief Executive Officer of Chilcott Consulting Group from September 2006 to December 2016. Mr. Chilcott began his career as an auditor with KPMG Peat Marwick. He graduated from Villanova University with a B.S. of Administration in Accountancy and is a Certified Public Accountant in good standing. Mr. Chilcott is a member of the Colorado Society of Certified Public Accountants.

Faith Zaslavsky

Ms. Zaslavsky recently joined Theralink as President and Chief Operating Officer on December 5, 2022. Prior to her current position, Ms. Zaslavsky served as President of Oncology for Myriad Genetic Laboratories, (NASDAQ- MYGN). Her responsibilities have included overseeing all commercial functions which include leading Medical Services, Medical Affairs, National and Enterprise Accounts and Sales and Marketing. She has spent 22 years leading and transforming teams, designing solutions for physicians to support care and advocating for patients facing a journey with cancer. She received her bachelor’s of Business Administration from Washington State University. Ms. Zaslavsky also serves on the board of directors of the American Society of Breast Surgeons Foundation.

Jeffrey Busch

Mr. Busch has served as the Chairman of our Board since June 2020. Mr. Busch is the current Chairman and CEO of Global Medical REIT, a NYSE listed (NYSE:GMRE) and publicly traded company which acquires licensed medical facilities. Mr. Busch has been a Presidential Appointee, entrepreneur and active investor in various asset classes, including medical and pharmaceutical since 1985. Mr. Busch has had a distinguished career in public service, which included serving as a Chief of Staff to a United States Congressman and serving in senior positions in two U.S. Presidential Administrations. Mr. Busch oversaw hundreds of millions of dollars in economic development programs. Mr. Busch represented the United States before the United Nations in Geneva, Switzerland. Mr. Busch has served as a top advisor to several publicly traded medical companies and has worked in the medical, blood supply and management fields. Mr. Busch also served as President of the Safe Blood International Foundation, where he oversaw the establishment of medical facilities in 35 developing nations, including China. These facilities were funded by the U.S. Centers for Disease Control and Prevention, USAID, Chinese government and corporate and private entities. Mr. Busch is a graduate of the New York University Stern School of Business, holds a Master of Public Administration specializing in health care from New York University, and a Doctor of Jurisprudence from Emory University.

Andrew Kucharchuk

Mr. Kucharchuk has served as a director of our Company since June 2020. Mr. Kucharchuk also served as our Chief Financial Officer from August 2020 until September 2020. Mr. Kucharchuk was previously the Chief Executive Officer and Chief Financial Officer of OncBioMune, Inc. prior to the Asset Sale. Mr. Kucharchuk is currently the Chief Operating Officer and on the Board of Directors of Adhera Therapeutics, Inc. (OTCQB: ATRX) , a late clinical stage biotechnology company, with assets in the Parkinson’s and Type 1 Diabetes space. Mr. Kucharchuk is a graduate of Louisiana State University and Tulane University’s Freeman School of Business, where he earned an MBA with a Finance Concentration. Mr. Kucharchuk’s role as a former executive officer of our Company gives him insights into our day-to-day operations and a practical understanding of the issues and opportunities that face us which uniquely qualify him to serve as a member of our Board.

Yvonne C. Fors

Ms. Fors has served as a director of our Company since June 2020. Ms. Fors is the current Chief Financial Officer and Vice President of Finance for Ashton Capital Corporation. Her achievements at Ashton include growing the company through acquisitions, real estate development and investments. In her role, she establishes relationships and collaborates with banks and other financial institutions to leverage the assets of the corporation to fund future growth. Ms. Fors currently serves on the Board of Directors of Ashton Capital, SaviBank, Savi Financial Corporation and GaffTech. She is also actively involved in SWAN Investments, an early-stage investment fund located in Seattle. Previously, Ms. Fors was the Controller and Manager of four medical clinics in Las Vegas, Nevada. Ms. Fors holds a Bachelor of Science degree in Accounting from the University of Nevada, Las Vegas.

Matthew Schwartz, MD

Dr. Schwartz has served as a director of our Company since April 2022. Dr. Schwartz is a practicing Radiation Oncologist with Comprehensive Cancer Centers of Nevada (CCCN) since 2006. Through his service on the Board of Directors of CCCN as well as the Marketing Chairman, he helped grow CCCN to the largest Oncology group in Nevada with 64 providers in 12 locations. He is also the Chairman of the Board of Managers and co-founder of the Las Vegas Cyberknife at Summerlin which offers state of the art Radiosurgical treatments. Dr. Schwartz was a member of the McKesson Specialty Health Radiation Executive Committee, and he served on the Radiation Oncology Leadership Council of US Oncology. Dr. Schwartz was awarded Alumni of the Year from the UNLV College of Sciences. He received his MD from the University of Nevada School of Medicine, and he was a Resident at Yale University Department of Internal Medicine and McGill University School of Medicine where he was Chief Resident. Dr. Schwartz has been the Principal Investigator on Clinical Research Studies in Oncology and has multiple peer reviewed publications.

Danica Holley

Ms. Holley has served as a director of the Company since April 2022. Ms. Holley serves as the Chief Operating Officer of Global Medical REIT Inc. (NYSE: GMRE) since March 2016. As COO, she has shepherded the organization’s growth from infancy, IPO, to now over $1.4 billion gross real estate assets under management. Ms. Holley leads the operational, risk and ESG initiatives at GMRE. Ms. Holley’s management and business development experience spans more than 18 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business rollouts and start-ups. As Executive Director for Safe Blood International Foundation, from April 2008 to July 2016, she oversaw national health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley has more than two decades of experience managing multinational teams for complex service delivery across disciplines. Ms. Holley currently serves on the Board of Directors for Mobile Infrastructure Corporation, where she is a member of the audit, compensation and nominating and governance committees. She received a B.S.F.S from the Edmund Walsh School of Foreign Service at Georgetown University in International Law, Politics and Organization, an African Studies Certificate and Arabic Proficiency (May 1994). She studied International Organization at the School for International Training, Brattleboro, Vermont and Rabat, Morocco (January - June 1993). She is an ICF certified executive leadership coach and an alumna of Georgetown University’s Graduate Executive Leadership Coaching Program (September 2010). In 2018, she completed Harvard Business School’s Finance for Senior Executives program.

Family Relationships

There are no family relationships between any of the executive officers and directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than ten percent (10%) of our outstanding common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with all copies of Section 16(a) forms they file.

Based solely on our review of the forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our directors, executive officers, and persons who own more than 10% of our common stock were complied with during fiscal 2022:

● Matthew Schwartz filed a late Form 3 on June 21, 2022 for his appointment on April 1, 2022 and he filed a late Form 4 on September 26, 2022 for a transaction dated April 5, 2022; ● Yvonne Fors filed a late Form 4 on September 22, 2022 for a transaction dated September 16, 2022; ● Thomas E. Chilcott, III filed a late Form 4 on September 21, 2022 for a transaction dated September 16, 2022; ● Michael Ruxin filed a late Form 4 on September 21, 2022 for a transaction dated September 16, 2022; ● Jeffrey Busch filed a late Form 4 on September 21, 2022 for a transaction dated September 16, 2022; and ● Danica Holley filed a late Form 4 filed on June 21, 2022 for a transaction dated June 15, 2022.

Code of Ethics

We have not adopted a code of ethics because our Board believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics. Our Board intends to adopt a code of ethics when circumstances warrant.

Involvement in Certain Legal Proceedings

No director, executive officer, promoter or person of control of our Company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any Federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding of any violation with respect to such law, nor (iii) been a party to any bankruptcy petition filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

We are not engaged in, nor are we aware of any pending or threatened litigation in which any of our directors, executive officers, affiliates or owner of more than 5% of our common stock is a party adverse to us or has a material interest adverse to us.

Corporate Governance

Term of Office

Each director of our Company is to serve for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until their successor is elected and qualified or until his or her death, resignation or removal.

Committees of the Board

Our Board held eleven formal meetings during the year ended September 30, 2022. All other proceedings of our Board were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of Nevada and our By-laws, as valid and effective as if they had been passed at a meeting of our directors duly called and held. During 2022, each incumbent director attended 75% or more of the meetings of our Board.

We currently do not have nominating or compensation committees or committees performing similar functions, nor do we have a written nominating or compensation committee charter. Our Board does not believe that it is necessary to have such committees because the functions of such committees can be adequately performed by our Board.

We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our Board and we do not have any specific process or procedure for evaluating such nominees. Our Board assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

A shareholder who wishes to communicate with our Board may do so by directing a written request to the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time. Our Board has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that our Board is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the Board. 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 circumstance given the early stages of our development.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

For our fiscal year ended September 30, 2022, our Named Executive Officers were:

	(i)	Mick Ruxin, M.D., our Chief Executive Officer, who has served as our Chief Executive Officer since June 2020;
	(ii)	Thomas E. Chilcott, our Chief Financial Officer, who has served as our Chief Financial Officer, Secretary and Treasurer since September 2020. We had no other executive officers serving during the year ended September 30, 2022.

The following table shows compensation awarded to, paid to, or earned by our Named Executive Officers for the fiscal years ended September 30, 2022 and 2021:

SUMMARY COMPENSATION TABLE

FOR OUR NAMED EXECUTIVE OFFICERS

									Stock		Option		All
Name and Principal			Salary			Bonus			Award		Awards		Other
Position	Year		($)			($)			($)		($)(1)		Compensation			Total ($)
(a)	(b)		(c)			(d)			(e)		(f)		(g)			(j)
Named Executive Officers
Mick Ruxin
Chief Executive Officer		2022	$	300,000	(2)	$	-		$	-	$	1,972,903	$	10,142	(3)	$	2,283,045
effective June 2020		2021	$	300,000	(2)	$	-		$	-	$	-	$	10,583	(3)	$	310,583
Thomas E. Chilcott
Chief Financial Officer		2022	$	259,375	(4)	$	75,000	(4)	$	-	$	397,089	$	9,454	(5)	$	740,918
effective September 2020		2021	$	229,327		$	-		$	-	$	-	$	-		$	229,327

(1)	The amounts reported under “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation, rather than amounts paid to or realized by the named individual. The value of the option awards was estimated using the Black-Scholes option pricing model. The valuation assumptions used in the valuation of options granted may be found in Note 10 to our financial statements included in this annual report on Form 10-K for the year ended September 30, 2022.
(2)	On June 5, 2020, Dr. Ruxin was appointed to serve as our Chief Executive Officer with an annual salary of $300,000 pursuant to his employment agreement dated June 5, 2020. During 2022, $50,000 of Dr. Ruxin’s salary was accrued to be paid in the future. During 2021, $62,500 of Dr. Ruxin’s salary was accrued to be paid in the future.
(3)	Represents Dr. Ruxin’s health insurance allowance.

(4)	On September 29, 2020, Thomas Chilcott was appointed the Chief Financial Officer of the Company with an annual salary of $225,000. On December 29, 2021, the Board increased Mr. Chilcott’s annual salary to $300,000 effective January 1, 2022 and approved a $75,000 bonus.
(5)	Represents Mr. Chilcott’s health insurance allowance.

Our executive officers are reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf.

Employment Agreements

Mick Ruxin, M.D.

On June 5, 2020, the Company and Dr. Michael Ruxin entered into an employment agreement (the “Ruxin Employment Agreement”) for Dr. Ruxin to serve as the Company’s Chief Executive Officer, President and a director.

The Ruxin Employment Agreement is for a five-year term commencing on June 5, 2020. The term will be automatically extended for one additional year upon the fifth anniversary of the effective date without any affirmative action, unless either party to the agreement provides at least sixty (60) days’ advance written notice to the other party that the employment period will not be extended. Dr. Ruxin will be entitled to receive an annual base salary of $300,000 and will be eligible for an annual discretionary bonus of 150% of such base salary. In the Ruxin Employment Agreement, Dr. Ruxin is also promised, subject to the approval of the Board or a committee thereof, and under the 2020 Equity Incentive Plan (i) a one-time grant of 49,047,059 Restricted Stock Units (“RSUs”) and (ii) a one-time grant of options to purchase 420,691,653 shares of Common Stock, both of which will be subject to the terms and conditions of the applicable award agreements when executed. Dr. Ruxin is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. On August 16, 2022, the Board granted Dr. Ruxin 469,738,712 options under the 2022 Equity Incentive Plan. No RSUs were granted, as Dr. Ruxin and the board agreed the total grant would be in the form of stock options.

Dr. Ruxin is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Dr. Ruxin’s employment is terminated by the Company without Cause (as defined in the Ruxin Agreement), with Good Reason (as defined in the Ruxin Agreement) or as a result of a non-renewal of the term of employment under the Ruxin Agreement, Dr. Ruxin shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied by his base salary immediately prior to such termination and (II) a pro-rata portion of his bonus for the year in which such termination occurs equal to (a) his bonus for the most recently completed calendar year (if any), multiplied by (b) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such calendar year through the date of termination and the denominator of which is the total number of days in such calendar year. “Severance Multiple” shall mean 3.0; provided, however, that if the date of termination occurs on or at any time during the twelve (12)-month period following a Change in Control, the Severance Multiple shall mean 4.0. In addition, the Company shall accelerate the vesting of any outstanding, unvested equity awards granted to Dr. Ruxin prior to the date of termination and he shall be entitled to reimbursement of any COBRA payments made during the 18-month period following the date of termination.

The Ruxin Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter.

Employment Agreement with Jeff Busch

On June 5, 2020, the Company and Jeffrey Busch entered into an employment agreement (the “Busch Employment Agreement”) for Mr. Busch to serve as the Company’s Chairman of the Company and in such other positions as may be assigned from time to time by the board of directors.

The Busch Employment Agreement is for a five-year term commencing on June 5, 2020. The term will be automatically extended for one additional year upon the fifth anniversary of the effective date without any affirmative action, unless either party to the agreement provides at least sixty (60) days’ advance written notice to the other party that the employment period will not be extended. Mr. Busch will be entitled to receive an annual base salary of $60,000 and will be eligible for an annual discretionary bonus. In the Busch Employment Agreement, Mr. Busch is also promised, subject to the approval of the Board or committee thereof, and under the 2020 Equity Incentive Plan (i) a one-time grant of 49,047,059 Restricted Stock (“RSUs”) and (ii) a one-time grant of options to purchase 420,691,653 shares of Common Stock, both of which will be subject to the terms and conditions of the applicable award agreements when executed. Mr. Busch is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. On August 16, 2022, the Board granted Mr. Busch 469,738,712 options under the 2022 Equity Incentive Plan. No RSUs were granted, as Mr. Busch and the board agreed the total grant would be in the form of stock options.

Mr. Busch is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Mr. Busch’s termination of employment is the result of termination by the Company without Cause (as defined in the Busch Agreement), with Good Reason (as defined in the Busch Agreement) or as a result of a non-renewal of the term of employment under the Busch Agreement, Mr. Busch shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied by his base salary immediately prior to such termination and (II) a pro-rata portion of his bonus for the year in which such termination occurs equal to (a) his bonus for the most recently completed calendar year (if any), multiplied by (b) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such calendar year through the date of termination and the denominator of which is the total number of days in such calendar year. “Severance Multiple” shall mean 3.0; provided, however, that if the date of termination occurs on or at any time during the twelve (12)-month period following a Change in Control, the Severance Multiple shall mean 4.0. In addition, the Company shall accelerate the vesting of any outstanding, unvested equity awards granted to Mr. Busch prior to the date of termination.

The Busch Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter.

Outstanding Equity Awards

The following table provides a summary of equity awards outstanding for each of the Named Executive Officers as of September 30, 2022:

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (5)	Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)
Current Named Executive Officers
Mick Ruxin	375,790,970	93,947,742	(1)	-	0.0036	8/16/2032	-	-	-	-
Thomas E. Chilcott	37,818,039	56,727,057	(2)	-	0.0036	8/16/2032	-	-	-	-
Jeffery Busch	375,790,970	93,947,742	(3)	-	0.0036	8/16/2032	-	-	-	-
Yvonne Fors	2,595,541	3,893,310	(4)	-	0.0036	8/16/2032	-	-	-	-
Matt Schwartz	5,191,080	-		-	0.0036	8/16/2032	-	-	-	-

(1)	The options vest on the first anniversary of the grant date and become fully vested on May 1, 2023. The option awards remain exercisable until they expire ten years from the date of grant subject to earlier expiration following termination of employment.
(2)	The options vest annually starting on the grant date and become fully vested on September 1, 2025. The option awards remain exercisable until they expire ten years from the date of grant subject to earlier expiration following termination of employment.
(3)	The options vest on the first anniversary of the grant date and become fully vested on May 1, 2023. The option awards remain exercisable until they expire ten years from the date of grant subject to earlier expiration following termination of employment.
(4)	The options vest annually starting on the grant date and become fully vested on January 1, 2025. The option awards remain exercisable until they expire ten years from the date of grant subject to earlier expiration following termination of employment.
(5)	These vested options are only exercisable upon the Company filing an S-8 to register the underlying shares.

Long-Term Incentive Plans, Retirement or Similar Benefit Plans

There are currently no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that we may reimburse our executive employees for up to 100% of their health insurance premiums under their individual policies.

Our directors, executive officers and employees may receive stock options at the discretion of our Board.

Potential Payments upon Termination or Change in Control

If the employment of Dr. Ruxin or Mr. Busch is terminated at our election at any time, for reasons other than death, disability, cause (as defined in their agreements) or a voluntary resignation, or if the officer terminates their employment for good reason, the officer in question shall be entitled to receive a lump sum severance payment equal to three times their base salary, respectively. Dr. Ruxin shall be entitled to the continued payment of premiums for continuation of his health and welfare benefits pursuant to COBRA or otherwise, for a period of eighteen months from the date of termination, subject to earlier discontinuation if he is eligible for comparable coverage from a subsequent employer. Mr. Busch is not entitled to any COBRA benefits pursuant to the terms of his employment agreement. If a termination occurs any time during the twelve-month period following a change in control the severance payment shall equal four time their base salary. All severance payments, less applicable withholding, are subject to the officer’s execution and delivery of a general release of us and our affiliates and each of their officers, directors, employees, agents, successors and assigns in a form acceptable to us, and a reaffirmation of the officer’s continuing obligation under the propriety information and inventions agreement (or an agreement without that title, but which pertains to the officer’s obligations generally, without limitation, to maintain and keep confidential all of our proprietary and confidential information, and to assign all inventions made by the officer to us, which inventions are made or conceived during the officer’s employment). If the employment is terminated for cause, no severance shall be payable by us.

“Good Reason” means:

● A material diminution in employee’s base salary or authority, duties and responsibilities with the Company or its subsidiaries; ● A material breach by the Company of any of its obligations under the employment contract; or ● The relocation of the geographic location of employee’s principal place of employment by more than twenty-five (25) miles from the location of employee’s principal place of employment as of the effective date.

“Cause” means:

● Employee’s material breach of the employment agreement or any other written agreement between the employee and one or more members of the Company, including employee’s material breach of any representation, warranty or covenant made under any such agreement; ● Employee’s material breach of any law applicable to the workplace or employment relationship, or Employee’s material breach of any policy or code of conduct established by a member of the Company and applicable to the employee; ● Employee’s gross negligence, willful misconduct, material breach of fiduciary duty, fraud, theft or embezzlement on the part of employee; ● The commission by Employee of, or conviction or indictment of employee for, or plea of nolo contendere by employee to, any felony (or state law equivalent) or any crime involving moral turpitude; or ● Employee’s willful failure or refusal, other than due to disability, to perform employee’s obligations pursuant to the employment contract or to follow any lawful directive from the board, as determined by the board (sitting without employee, if applicable); provided, however, that if employee’s actions or omissions as set forth in the employment agreement are of such a nature that the board determines that they are curable by the employee, such actions or omissions must remain uncured thirty (30) days after the board first provided employee written notice of the obligation to cure such actions or omissions.

In the event of a Change of Control, all outstanding stock options, restricted stock and other stock-based grants held by Dr. Ruxin and Mr. Busch will become fully vested and exercisable, and all such stock options remain exercisable from the date of the Change in Control until the expiration of the term of such stock options.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by the consummation of any transaction or series of integrated transactions immediately following which the record holders of our common stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of our assets immediately following such transaction or series of transactions.

The employment agreements do not provide for the payment of a “gross-up” payment under Section 280G of the Code. The following table provides estimates of the potential severance and other post-termination benefits that each of Dr. Ruxin and Mr. Busch would have been entitled to receive assuming their respective employment was terminated as of September 30, 2022, for the reason set forth in each of the columns.

Recipient and Benefit	Cause; Without Good Reason		Without Cause; Good Reason		Death; Disability		Change in Control
Mick Ruxin, M.D.:
Salary	$	—	$	900,000	$	—	$	1,200,000
Stock Options (1)		—		—		—		—
Value of Health Benefits Provided after Termination (2)		—		31,752		—		31,752
Total	$	—	$	931,752	$	—	$	1,231,752
Jeffrey Busch:
Salary	$		$	180,000	$	—	$	240,000
Stock Options (1)		—		—		—		—
Value of Health Benefits Provided after Termination (2)		—		—		—		—
Total	$		$	180,000	$	—	$	240,000

(1)	Amounts represent the intrinsic value (that is, the value based upon the company’s stock price on September 30, 2022 of $0.0035 per share), minus the exercise price of the equity awards that would have become exercisable as of September 30, 2022. These stock options had no intrinsic value as of September 30, 2022 due to the stock price being below the exercise price as of this date.
(2)	The value of such benefits is determined based on the estimated cost of providing health benefits to the Named Executive Officer for a period of eighteen months.

Compensation of Directors

During the year ended September 30, 2022, we did not pay compensation to any of our non-employee directors in connection with their service on our Board.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The ~~following table sets forth certain~~ information ~~regarding~~required ~~beneficial ownership of our common stock as of December 29, 2022,~~ by ~~(i)~~this ~~each person~~Item ~~known~~12 bywill usbe toincluded bein the ~~beneficial~~Definitive ~~owner~~Proxy ofStatement ~~more~~referenced ~~than~~above 5%in ofItem ~~our~~10 ~~outstanding common stock, (ii) each director~~ and ~~each~~is ~~of our Named~~incorporated ~~Executive~~herein ~~Officers~~by ~~and (iii) all executive officers and directors as a group~~reference.

~~The~~Item number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose13. ~~Under~~Certain ~~such~~Relationships ~~rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power~~ and ~~also~~Related ~~any~~Transactions shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and ~~voting~~Director power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.Independence

49The information required by this Item 13 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.

Name and Address of Beneficial Owner (1)	Common Stock Beneficial Ownership (2)			Percent of Class
5% Stockholders
Avant		5,081,549,184			70.1	%
Douglas Mergenthaler		1,099,710,968	(3)		15.2	%
Named Executive Officers and Directors:
Mick Ruxin		-			-
Jeffrey Busch		-	(4)		-
Thomas Chilcott		-			-
Yvonne Fors		-			-
Andrew Kucharchuk		290,000			0.00	*
Matthew Schwartz		-			-
Danica Holly		-			-
All executive officers and directors as a group (Seven persons)		-			-

Item 14. Principal Accounting Fees and Services

*The ~~Indicates~~information ~~less~~required ~~than~~by 1%this Item 14 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.

	(1)	Unless otherwise indicated, the business address of each person listed is in care of Theralink Technologies, Inc., 15000 W. 6th Avenue, Suite 400, Golden, CO 80401.
	(2)	The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of December 29, 2022, through the exercise of any stock option or other right. As of December 29, 2022, 6,151,499,919 shares of the Company’s common stock were outstanding.
	(3)	The address for Douglas Mergenthaler is Ashton Capital Corporation, 1201 Monster Road SW, Suite 350, Renton, WA 98057. All securities held by Mr. Mergenthaler are held either directly or indirectly through Aston Capital, an investment fund that Mr. Mergenthaler controls. The amount shown includes: (1) 656,674,588 shares of common stock issuable upon the exercise of warrants that expire on November 27, 2024 with an exercise price of $.00214; (2) 63,897,764 shares of common stock issuable upon the exercise of warrants that expire on May 12, 2026, at an exercise price of $.003 and (3) 63,897,764 shares of common stock issuable upon the exercise of warrants that expire on May 12, 2026, at an exercise price of $.003. (4) 273,224,045 shares of common stock issuable upon the exercise of warrants that expire on November 1, 2026, at an exercise price of $.003. (5) 42,016,807 shares of common stock issuable upon the exercise of warrants that expire on April 1, 2027, at an exercise price of $.003. This number excludes $7,972,143 in convertible debentures and 2,277,755,254 warrants that are not currently convertible or exercisable.
	(4)	This number excludes $175,872 in convertible debentures and 50,249,523 warrants that are not currently convertible or exercisable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Effective January 1, 2021, the Company entered into a consulting agreement with Mr. Kucharchuk, a member of the Board of Directors, to serve as a strategic advisor. The agreement was effective for a period of twelve months, commencing on January 1, 2021 and shall renew on a month-to month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement. Pursuant to the terms of the agreement, Mr. Kucharchuk shall be paid $2,000 per month. As of September 30, 2022, the Company recorded in the accounts payable balance consulting fees in the amount of $12,000 reflected under accounts payable – related party in the accompanying balance sheets.

On April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors, for a principal amount of $100,000 (see Note 7). On May 5, 2022, the parties amended the April 26, 2021 note pursuant to which the principal amount was increased to $350,000 (“New Note”) with the Company receiving additional $250,000 of proceeds and added a conversion feature. The New Note bears an annual interest rate of 1% (which shall increase to 2% in an event of a default) and matures on May 5, 2024. As of September 30, 2022, the New Note had an outstanding principal balance of $350,000, reflected as notes payable – related party in the accompanying balance sheet since the conditions for its contingent conversion has not yet been met, and accrued interest of $2,474.

On May 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an affiliated investor, who is an existing shareholder (“Affiliated Investor”), to purchase a convertible note (the “Note”) and accompanying warrant for 63,897,764 shares of commons stock (the “Warrant”), for an aggregate investment amount of $1,000,000. The Note has a principal value of $1,000,000 and bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Note)) and shall mature on May 12, 2026 (the “Maturity Date”). As of September 30, 2021, the Note had outstanding principal of $1,000,000 and accrued interest of $20,164. It’s reflected in the accompanying balance sheet as a long-term convertible note payable – related party, net of discount in the amount of $732,479.

On July 30, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an affiliated investor, who is an existing shareholder, to purchase an aggregate amount of 500 shares of Series F Convertible Preferred Stock (the “Series F Preferred”) with accompanying warrants for 63,897,764 shares of common stock (the “Warrant”), for total proceeds of $1,000,000. The Series F Preferred Stock has a stated value of $2,000 per share and shall accrue monthly in arrears, dividends at the rate of 8% per annum on the stated value. The dividends shall be paid monthly at the option of the holder of the Series F Preferred in either cash or shares of common stock of the Company. The number of shares of common stock issuable upon conversion of the Series F Preferred is determined by dividing the stated value of the number of shares being converted, plus any accrued and unpaid dividends, by the lesser of: (i) $0.00313 and (ii) 75% of the average closing price of the Company’s common stock during the prior five trading days; provided, however, the conversion price shall never be less than $0.0016. In addition, the investor was issued the Warrant to purchase an amount of common stock equal to 20% of the shares of common stock issuable upon conversion of the Series F Preferred at an exercise price of $0.00313 per share (subject to adjustment as provided therein) until July 30, 2026. The Warrant is exercisable for cash at any time. As of September 30, 2022, the preferred shares had outstanding dividends of $20,164.

On October 21, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $150,000. During the year ended September 30, 2022, the Company fully paid the outstanding balance on the note. As of September 30, 2022, the note had no outstanding balance.

On November 1, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an affiliated investor, who is an existing shareholder (“Affiliated Investor”), to purchase a convertible note (the “Note”) and accompanying warrant for 54,644,811 shares of commons stock (the “Warrant”), for an aggregate investment amount of $1,000,000. The Note has a principal value of $1,000,000 and bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Note)) and shall mature on November 1, 2026 (the “Maturity Date”). As of September 30, 2022, the Note had outstanding principal of $1,000,000 and accrued interest of $20,164. It’s reflected in the accompanying balance sheet as a long-term convertible note payable – related party, net of discount in the amount of $859,907.

On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. The Company issued additional warrants to purchase up to 218,579,234 shares of common stock to the First November 2021 Investor which increased the total relative fair value of all warrants in total by $34,630 recorded as debt discount which is being amortized over the life of the First November 2021 Notes.

On April 5, 2022, pursuant to the First April 2022 SPA, Matthew Schwartz, a member of the Board of Directors and a related party, purchased a convertible note with principal amount of $100,000 with accompanying First April 2022 Warrants to purchase 4,201,681 shares of common stock. The Company received net proceeds of $100,000 on March 24, 2022. As of September 30, 2022, the First April 2022 Note had an outstanding principal balance of $100,000 and accrued interest of $3,901. The First April 2022 Note is reflected in the accompanying balance sheet at $18,959 as a long-term convertible note payable – related party, net of discount in the amount of $81,041 (see Note 9) as of September 30, 2022.

On May 9, 2022, pursuant to the May 2022 SPA the May 2022 Investor purchased four convertible notes for an aggregate investment amount of $1,000,000 with accompanying May 2022 Warrants to purchase shares of common stock equal to 20% of the number of the total shares of common stock issuable upon the conversion of the May 2022 Notes. During the year ended September 30, 2022, the Company received an aggregate of $1,000,000 of proceeds and issued an aggregate of 42,016,808 of the May 2022 Warrants. As of September 30, 2022, the May 2022 Notes had an aggregate outstanding principal balance of $1,000,000 and accrued interest of $20,110. The May 2022 Notes are included in the accompanying balance sheet at $834,803 as a long-term convertible note payable – related party, net of discount in the amount of $165,197 as of September 30, 2022.

On June 15, 2022, pursuant to the June 2022 SPA, Danica Holley, a member of the Board of Directors and a related party, purchased a convertible note with principal of $50,000 with accompanying June 2022 Warrants to purchase 2,100,840 shares of common stock. As of September 30, 2022, the June 2022 Note had an outstanding principal balance of $50,000 and accrued interest of $1,173. The June 2022 Note are included in the accompanying balance sheet at $44,438 as a long-term convertible note payable – related party, net of discount in the amount of $5,562 as of September 30, 2022.

On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $125,000, and on September 2, 2022, the Company entered into a second Demand Promissory Note Agreement with Jeffrey Busch for a principal balance of $150,000 (collectively referred to as called the “Busch Notes”). The Busch Notes bear an annual interest rate of 8% and are payable on demand. The outstanding principal and accrued interest on the Busch Notes is contingently convertible, in full, at the option of the lender, into the same security which is being issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, the Busch Notes had an outstanding principal balance of $275,000 and accrued interest of $2,683 and are reflected in the accompanying balance sheet as a short-term convertible note payable – related party (see Note 7).

On August 11, 2022, the Company entered into a Demand Note with an affiliated investor, who is an existing shareholder (“Affiliated Investor”), to purchase a convertible note (the “Note”), for an aggregate investment amount of $375,000. The Note has a principal value of $375,000 and bears an interest rate of 8% per annum and is payable on the demand of the holder. As of September 30, 2022, the Note had outstanding principal of $375,000 and accrued interest of $4,110. It’s reflected in the accompanying balance sheet as a short-term convertible note payable – related party.

On September 2, 2022, the Company entered into a Demand Note with an affiliated investor, who is an existing shareholder (“Affiliated Investor”), to purchase a convertible note (the “Note”), for an aggregate investment amount of $350,000. The Note has a principal value of $350,000 and bears an interest rate of 8% per annum and is payable on the demand of the holder. As of September 30, 2022, the Note had outstanding principal of $350,000 and accrued interest of $2,148. It’s reflected in the accompanying balance sheet as a short-term convertible note payable – related party.

Subsequent to September 30, 2022, the Affiliated Investor converted all his preferred stock, convertible notes and demand notes into new debentures. See Note 13 to our financial statements found later in this Annual Report on Form 10-K.

During the year ended September 30, 2022, the Company advanced a total of $13,883 to a related party, which is an affiliate entity and a majority shareholder of the Company. During the year ended September 30, 2022, the Company recorded bad debt expense of $35,594 related to the write off of related party advances. As of September 30, 2022 and 2021, the Company had related party receivable balances of $0 and $21,711, respectively, reflected in the accompanying balance sheets as other receivable.

As of September 30, 2022 and 2021, the Company owed several executives and directors for expense reimbursements and consulting fees in the aggregate amount of $16,223 and $3,714, respectively, which is reflected on the accompanying balance sheet as accounts payable – related party.

Policies and Procedures for Related Party Transactions

We have adopted a policy that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our common stock and any member of the immediate family of any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our Board. If advance approval is not feasible then the related party transaction will be considered at the next regularly scheduled Board meeting. In approving or rejecting any such proposal, our Board is to consider the relevant facts and circumstances available and deemed relevant, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Director Independence

Because the Company’s common stock is not currently listed on a national securities exchange, the Company has used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

● 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, the Company has three independent directors pursuant to the requirements of the NASDAQ Stock Market, Matthew Schwartz, Danica Holley and Yvonne Fors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Previously, the Company engaged Weinstein International C.P.A. to serve as our independent auditors. On June 4, 2021, the Company’s Board determined that the Company’s independent registered public accounting firm prior to the acquisition of Avant, Salberg & Company, P.A., would be the independent registered public accounting firm for the Company for the fiscal years ending September 30, 2021 and 2022. Accordingly, Weinstein, the independent public accounting firm of Avant, as the accounting acquirer, was dismissed and will no longer be the Company’s independent registered public accounting firm.

The following table sets forth the fees billed to our Company for the years ended September 30, 2022 and 2021 for professional services rendered by Salberg & Company, P.A., our independent registered public accounting firms:

Fees	2022		2021
Audit Fees	$	81,500	$	72,000
Audit Related Fees		1,000		—
Tax Fees		—		—
Other Fees		—		—
Total Fees	$	82,500	$	72,000

The following table sets forth the fees billed to our Company for the year ended September 30, 2020 for professional services rendered by Weinstein International C.P.A., our prior independent registered public accounting firms:

Fees	2022		2021
Audit Fees	$	—	$	64,000
Audit Related Fees		—		—
Tax Fees		—		—
Other Fees		—		—
Total Fees	$	—	$	64,000

Audit Fees

Audit fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial statements during the 2022 and 2021 fiscal years.

Audit-related Fees

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees

As our independent registered public accountants did not provide any services to us for tax compliance, tax advice and tax planning during the fiscal years ended September 30, 2022 and 2021, no tax fees were billed or paid during those fiscal years.

All Other Fees

Our independent registered public accountants did not provide any products and services not disclosed in the table above during the 2022 and 2021 fiscal years. As a result, there were no other fees billed or paid during those fiscal years.

Policy on Pre-Approval of Services of Independent Registered Public Accounting Firm

Prior to the engagement, the Board pre-approves these services by category of service. The fees are budgeted, and the Board requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Board requires specific pre-approval before engaging the independent registered public accounting firm.

The Board may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Board at its next scheduled meeting.

Our Board has considered the nature and amount of fees billed by our independent registered public accounting firm and believe that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)	1.	Financial Statements

		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included from F-2 onwards.

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

	3.	Exhibits (including those incorporated by reference).

Exhibit		Incorporated by Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
2.1	~~Asset~~Agreement ~~Purchase~~and ~~Agreement~~Plan of Merger, dated as of May 1223, ~~2020~~2023, by and among ~~OncBioMune~~IMAC ~~Pharmaceuticals~~Holdings, Inc., IMAC Merger Sub, LLC and ~~Avant~~Theralink ~~Diagnostics~~Technologies, Inc.	8-K	2.1	05/1326/~~2020~~2023
3.1	Amended and Restated Articles of Incorporation, as amended	10-K	3.1	01/13/2022
3.2	Amended and Restated Bylaws	8-K	3.1	11/01/2013
4.1	~~Form~~Description of ~~Warrant~~Common Stock	810-K	~~4.1~~	~~06/11/2020~~	X
4.2	~~Exchange~~Form ~~Warrant,~~of ~~dated June 5, 2020~~Warrant	8-K	4.21	06/11/2020
4.3	~~Convertible~~Exchange ~~Secured Promissory Note~~Warrant, dated ~~May~~June 125, ~~2021~~2020	8-K	4.12	0506/1911/~~2021~~2020
4.4	Common Stock Purchase Warrant, issued May 12, 2021	8-K	4.2	05/19/2021
4.5	Common Stock Purchase Warrant, dated July 30, 2021	8-K	4.1	08/06/2021
4.6	Form of ~~Convertible~~Common ~~Promissory~~Stock ~~Note~~Purchase Warrant	8-K	4.12	11/05/2021
4.7	Form of Common Stock Purchase Warrant for April 2022	810-KQ	4.2	~~11/~~05/~~2021~~23/2022
4.8	Form of ~~Convertible~~10% ~~Promissory~~Original ~~Note~~Issue ~~for~~Discount ~~April~~Senior ~~2022~~Secured Convertible Debentures	108-QK	4.1	0512/2301/2022
4.9	Form of Common Stock Purchase Warrant ~~for April 2022~~	108-QK	4.2	0512/2301/2022
4.10	Form of 10% Original Issue Discount Senior Secured Convertible Debentures (Exchanged Debentures)	8-K	4.13	12/01/2022
4.11	~~Form~~Secured ofConvertible ~~Common~~Promissory ~~Stock~~Note ~~Purchase~~dated ~~Warrant~~August 16, 2023	810-KQ	4.21	1208/0121/~~2022~~2023
4.12	Form of 10% Original Issue Discount Senior Secured Convertible Debentures (Exchanged Debentures)	8-K	4.3	12/01/2022
4.13	Description of Common Stock	10-K	4.1	03/25/2020

5541

10.1	~~Exchange~~Employment Agreement, dated June 5, 2020, by and ~~among~~between Jeffrey Busch and OncBioMune Pharmaceuticals, Inc. ~~and the Investors named therein~~*	810-K	10.114	0609/1127/~~2020~~2021
10.2	~~Exchange~~Placement Agency Agreement, ~~dated June 5, 2020,~~ by and ~~among~~between ~~OncBioMune~~the ~~Pharmaceuticals,~~Company ~~Inc.~~ and ~~the~~Joseph ~~Investors~~Gunnar ~~named~~& ~~therein~~Co.	8-K	10.21	0612/1101/~~2020~~2022
10.3	~~Exchange~~Form ~~Agreement,~~of ~~dated~~Securities ~~June~~Purchase ~~5, 2020, by and among OncBioMune Pharmaceuticals, Inc. and Jonathan F. Head, PhD~~Agreement	8-K	10.32	0612/1101/~~2020~~2022
10.4	~~Securities~~Offer ~~Purchase~~Letter ~~Agreement,~~between ~~dated~~the ~~June~~Company ~~5, 2020, by~~ and ~~among~~Faith ~~OncBioMune Pharmaceuticals~~Zaslavsky, ~~Inc.,~~dated ~~Cavalry~~December ~~Fund I LP and Lincoln Park Capital Fund~~5, ~~LLC~~2022	8-K	10.41	0612/1109/~~2020~~2022
10.5	~~Separation~~Amended ~~Agreement~~ and ~~General~~Restated ~~Release~~Security ~~of Claims between OncBioMune Pharmaceuticals, Inc. and Andrew Kucharchuk, dated June 5, 2020~~Agreement	810-KQ	10.51	0608/1121/~~2020~~2023
10.6	Consulting Agreement between OncBioMune Pharmaceuticals, Inc. and Andrew Kucharchuk effective January 1, 2021*	10-K	10.6	01/13/2022
21.1	List of Subsidiaries	10-K			X
10.7	Securities Purchase Agreement, dated September 16, 2020, by and among OncBioMune Pharmaceuticals, Inc. and the Investor	8-K	10.1	09/22/2020
10.8	Form of Subscription Agreement	8-K	10.1	04/20/2021
10.9	Form of Registration Rights Agreement	8-K	10.2	04/20/2021
10.10	Securities Purchase Agreement, dated May 12, 2021	8-K	10.1	05/19/2021
10.11	Security Agreement, dated May 12, 2021	8-K	10.2	05/19/2021
10.12	Securities Purchase Agreement, dated July 30, 2021	8-K	10.1	08/06/2021
10.13	Employment Agreement, dated June 5, 2020 by and between Dr. Michael Ruxin and OncBioMune Pharmaceuticals, Inc.*	10-K	10.13	09/27/2021
10.14	Employment Agreement, dated June 5, 2020 by and between Jeffrey Busch and OncBioMune Pharmaceuticals, Inc.*	10-K	10.14	09/27/2021
10.15	Form of Securities Purchase Agreement	8-K	10.1	11/05/2021
10.16	Form of Securities Purchase Agreement for April 2022	10-Q	10.1	05/23/2022
10.17	Form of Demand Note	8-K	10.1	09/16/2022
10.18	Placement Agency Agreement by and between the Company and Joseph Gunnar & Co.	8-K	10.1	12/01/2022
10.19	Form of Securities Purchase Agreement	8-K	10.2	12/01/2022
10.20	Form of Security Agreement	8-K	10.3	12/01/2022
10.21	Offer Letter between the Company and Faith Zaslavsky, dated December 5, 2022	8-K	10.1	12/09/2022
21.1	List of Subsidiaries				X
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.				X
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.				X
101.INS	INLINE XBRL INSTANCE DOCUMENT				X
101.SCH	INLINE XBRL TAXONOMY EXTENSION SCHEMA				X
101.CAL	INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE				X
101.DEF	INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE				X
101.LAB	INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE				X
101.PRE	INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE				X

* Management contract or compensatory plan or arrangement

ITEM 16. FORM 10-K SUMMARY

Not Applicable.

5642

THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 and ~~2021~~2022

CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No, 106)	F-2
Consolidated Balance Sheets as of September 30, 2022 and 2021	F-4
Balance Sheets as of September 30, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended September 30, 2022 and 2021	F-5
Statements of Operations for the Years Ended September 30, 2023 and 2022	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2022 and 2021	F-6
Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2022 and 2021	F-7
Statements of Cash Flows for the Years Ended September 30, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-8
Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Theralink Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance sheets of Theralink Technologies, Inc. ~~and Subsidiaries~~ (the “Company”) as of September 30, ~~2022~~2023 and ~~2021~~ 2022, the ~~consolidated~~ related statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended September 30, ~~2022~~2023, and the related notes (collectively referred to as the “~~consolidated~~ financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of September 30, ~~2022~~2023 and ~~2021~~2022, and the ~~consolidated~~ results of its operations and its cash flows for each of the two years in the period ended September 30, ~~2022~~ 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the ~~consolidated~~ financial statements, the Company has a net loss of approximately $~~12,741,962~~30.9 million and net cash used in operating activities of approximately $5.8 million,~~389,695~~ for the fiscal year ended September 30, ~~2022~~2023. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital of approximately $6293.8 million,~~807,817,~~ $~~6,801,055~~38.1 million and $238.6 million,~~808,736~~ respectively, at September 30, ~~2022~~2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan regarding these matters is also described in Note 2. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our ~~audit~~ audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~regarding~~ regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the ~~consolidated~~ financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Valuation~~Derivative ~~of Stock Options~~Liabilities

As described in Footnote 2 “~~Stock-Based~~Fair ~~Compensation”~~Value ~~and~~of ~~Footnote~~Financial 10Instruments ~~“Stockholders’~~and ~~Deficit”~~Fair toValue ~~the~~Measurements ~~consolidated financial~~and ~~statements,~~“Derivative ~~the~~Liabilities” and ~~Company~~in ~~recorded~~Footnote ~~stock~~6 ~~options~~“Debt” ~~expense~~under ~~during~~the ~~2022~~subheading ~~resulting~~“Derivative ~~from~~Liabilities aPursuant ~~grant~~to inRelated ~~August~~Party ~~2022~~Debentures ofand ~~a large quantity~~New ofdebentures ~~stock~~and ~~options~~Related Warrants” to ~~issue~~the ~~common~~financial ~~stock~~statements, tothe ~~employees~~Company ~~and~~recorded ~~consultants.~~derivative ~~The~~activity ~~grant~~during fiscal 2023 that resulted primarily in a ~~total~~net ~~stock~~aggregate ~~options~~derivative ~~value~~income of $7615,~~985,924 with~~796 ~~$6,015,622~~and ~~recognized~~derivative inliabilities ~~2022~~of ~~and~~ $116,~~970~~426,~~302~~304 toat beSeptember ~~potentially~~30, ~~recognized in the future~~2023.

We identified the ~~valuation~~evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the ~~stock~~analysis ~~options~~of asthe accounting atreatment and presentation for derivative transactions and the valuation of derivatives as critical audit ~~matter~~matters. Auditing management’s ~~valuation~~analysis of ~~stock~~the ~~options~~above critical audit matters was complex and involved a high degree of subjectivity.

The primary procedures we performed to address these critical audit matters included (a) ~~reviewed~~Reviewed and testing management’s ~~process~~conclusions as to whether certain instruments or contracts qualified for ~~valuing~~derivative treatment by comparing management’s analysis and conclusions ~~the~~to ~~stock~~authoritative ~~options~~and interpretive literature, (b) ~~determined~~Compared ~~whether~~the accounting treatment and presentation to that described by the ~~valuation~~authoritative and ~~method~~interpretive literature, (c) Tested management’s ~~selected~~process ~~was~~for ~~reasonable~~valuing derivatives by comparing it to generally accepted ~~methodologies~~ methodologies for valuing ~~stock options~~derivatives, (cd) ~~tested~~Tested management’s valuation of the ~~stock~~derivatives ~~options~~ by testing assumptions and data used in the valuation model including the ~~expected~~ term, volatility and interest rate, and (de) ~~recomputed~~Recomputed the ~~stock~~derivative ~~options~~ valuations. We agreed with management’s final conclusions with regard to ~~the~~derivative ~~stock~~treatments, ~~options~~ valuations and ~~believe~~accounting ~~such~~treatment ~~valuations~~and ~~are fairly stated~~presentation.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2020.

Boca Raton, Florida

~~December~~January 295, ~~2022~~2024

F2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-37326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

F-2

THERALINK TECHNOLOGIES, INC.

BALANCE SHEETS

	September 30,			September 30,
	September 30, 2023			September 30, 2022
	2022			2021
ASSETS
CURRENT ASSETS:
Cash	$	~~393~~997,~~460~~484		$	~~314~~393,~~151~~460
Accounts receivable, net		3223,~~125~~910			-32,125
Other receivable (related party $0 in 2022 and $21,711 in 2021)		-			23,044
Prepaid expenses and other current assets		240,494			217,699
Prepaid expenses and other current assets		217,699			219,496
Marketable securities		800			3,700
Marketable securities		3,700			11,000
Total Current Assets		1,262,688			646,984
Laboratory supplies		-			71,062
Total Current Assets		646,984			638,753
OTHER ASSETS:
Property and equipment, net		~~686~~448,~~127~~515			~~698~~686,~~927~~127
Finance right-of-use assets, net		64,954			111,323
Financing right-of-use assets, net		18,988			64,954
Operating right-of-use asset, net		1,~~154~~104,~~861~~346			~~168~~1,~~664~~154,861
Deferred offering costs		~~27,270~~-			-27,270
Security deposits		1815,~~715~~257			2018,~~909~~715
Total Assets	$	2,~~598~~849,~~911~~794		$	12,~~638~~598,~~576~~911
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	~~730~~1,~~923~~219,147		$	1730,~~018,797~~923
Accounts payable - related parties		1610,~~223~~000			316,~~714~~223
Accrued liabilities		~~268~~963,~~021~~851			71268,~~077~~021
Accrued liabilities - related parties		761,~~927~~886,051			1876,~~000~~927
Accrued compensation		~~383~~93,~~295~~845			~~186~~383,~~177~~295
Accrued director compensation		~~192~~252,500			~~132~~192,500
Contract liabilities		~~156~~144,~~550~~890			~~135~~156,~~150~~550
Convertible notes - related parties, net of discount		1,000,000			-
Convertible notes, net of discount		7,488,217			-
Notes payable - related parties		350,000			100,000
Convertible notes - related parties, net of discount		9,930,817			1,000,000
Notes payable - related parties, net of discount		1,149,442			350,000
Notes payable - current		1,000			1,000
Financing lease liability - current		5330,~~995~~262			4753,~~730~~995
Operating lease liability - current		2531,~~551~~388			4225,~~411~~551
Insurance payable		~~122~~121,~~295~~500			~~118~~122,~~294~~295
Subscriptions payable		-			1,350,000
Derivative liabilities		16,426,304			-
Contingent liabilities		7885,~~440~~640			7178,~~240~~440
Total Current Liabilities		339,~~455~~834,~~720~~854			3,~~296~~455,~~090~~720
LONG-TERM LIABILITIES:
Financing lease liability		344,~~390~~128			8834,~~385~~390
Operating lease liability		1,~~157~~126,~~761~~373			~~134~~1,~~482~~157,761
Convertible notes - related parties net of discount, net of current portion		~~1,305,814~~-			641,~~981~~305,814
Convertible notes, net of discount		~~446,281~~-			-446,281
Total Liabilities		640,~~399~~965,~~966~~355			36,~~583~~399,~~938~~966
Commitments and Contingencies (Note 11)		-
Commitments and Contingencies (Note 10)		-			-
Series E preferred stock; $0.0001 par value; 2,000 shares designated; 1,000 issued and outstanding at September 30, 2022 and 2021; liquidation value of $2,040,329 and $2,013,151 at September 30, 2022 and 2021, respectively		2,000,000			2,000,000
Series E preferred stock; $0.0001 par value; 2,000 shares designated; nil and 1,000 issued and outstanding at September 30, 2023 and 2022, respectively; liquidation value of $0 and $2,040,329 at September 30, 2023 and 2022, respectively		-			2,000,000
Series F preferred stock; $0.0001 par value; 2,000 shares designated; 500 and nil issued and outstanding at September 30, 2022 and 2021; liquidation value of $1,020,164 and $1,006,728 at September 30, 2022 and 2021, respectively		1,000,000			1,000,000
Series F preferred stock; $0.0001 par value; 2,000 shares designated; nil and 500 issued and outstanding at September 30, 2023 and 2022; liquidation value of $0 and $1,020,164 at September 30, 2023 and 2022, respectively		-			1,000,000
Temporary equity value
STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.0001 par value; 26,667 authorized;		-			-
Series A Preferred stock: $0.0001 par value; 1,333 shares designated; 667 issued and outstanding at September 30, 2022 and 2021		-			-
Series A Preferred stock: $0.0001 par value; 1,333 shares designated; 667 issued and outstanding at September 30, 2023 and 2022		-			-
Series C-1 Preferred stock: $0.0001 par value; 3,000 shares designated; 1,043 and 2,966 issued and outstanding at September 30, 2022 and 2021, respectively		-			-
Series C-1 Preferred stock: $0.0001 par value; 3,000 shares designated; 141 and 1,043 issued and outstanding at September 30, 2023 and 2022, respectively		-			-
Series C-2 Preferred stock: $0.0001 par value; 6,000 shares designated; 3,037 and 4,917 issued and outstanding at September 30, 2022 and 2021, respectively		-			-
Series C-2 Preferred stock: $0.0001 par value; 6,000 shares designated; nil and 3,037 issued and outstanding at September 30, 2023 and 2022, respectively		-			-
Series D-1 Preferred stock: $0.0001 par value; 1,000 shares designated; nil issued and outstanding at September 30, 2022 and 2021		-
Series D-1 Preferred stock: $0.0001 par value; 1,000 shares designated; nil issued and outstanding at September 30, 2023 and 2022		-			-
					-
Series D-2 Preferred stock: $0.0001 par value; 4,360 shares designated; nil issued and outstanding at September 30, 2023 and 2022		-			-
Series D-2 Preferred stock: $0.0001 par value; 4,360 shares designated; nil issued and outstanding at September 30, 2022 and 2021		-			-
Preferred stock: $0.0001 par value; 26,667 authorized;		-			-
Preferred stock value		-			-
Common stock: $0.0001 par value, 100,000,000,000 shares authorized; 6,151,499,919 and 6,151,499,919 issued and outstanding at September 30, 2023 and 2022, respectively		615,150			615,150
Common stock: $0.0001 par value, 100,000,000,000 shares authorized; 6,151,499,919 and 5,124,164,690 issued and outstanding at September 30, 2022 and 2021, respectively		615,150			512,416
Additional paid-in capital		55,024,063			55,391,612
Additional paid-in capital		55,391,612			44,368,077
Accumulated deficit		(93,754,774	)		(62,807,817	)
Accumulated deficit		(62,807,817	)		(49,825,855	)
Total Stockholders’ Deficit		(38,115,561	)		(6,801,055	)
Total Stockholders’ Deficit		(6,801,055	)		(4,945,362	)
Total Liabilities and Stockholders’ Deficit	$	2,849,794		$	2,598,911
Total Liabilities and Stockholders’ Deficit	$	2,598,911		$	1,638,576

See accompanying notes to financial statements.

F-43

THERALINK TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

	For the Years Ended
	September 30,
	2022			2021
	2023			2022
REVENUES, NET	$	~~567~~606,~~905~~796		$	~~505~~567,~~604~~905
COST OF REVENUE		224,886			117,456
COST OF REVENUES		126,237			224,886
GROSS PROFIT		~~343~~480,~~019~~559			~~388~~343,~~148~~019
OPERATING EXPENSES:
Professional fees		21,~~311~~995,~~098~~406			~~903~~2,~~932~~311,098
Compensation expense		75,~~373~~426,~~037~~955			27,~~259~~373,~~273~~037
Licensing fees		~~138~~75,~~440~~807			~~131~~138,~~469~~440
General and administrative expenses		21,~~160~~723,~~450~~087			2,~~659~~160,~~453~~450
Total Operating Expenses		11,983,025			5,954,127
Impairment loss on property and equipment		238,671			-
LOSS FROM OPERATIONS		(11,640,006	)		(5,565,979	)
Total Operating Expenses		9,459,926			11,983,025
OTHER INCOME (EXPENSE):
LOSS FROM OPERATIONS		(8,979,367	)		(11,640,006	)
Interest expense, net		(1,094,656	)		(121,094	)
OTHER INCOME (EXPENSES):
Gain on debt extinguishment, net		-			227,294
Interest expense, net		(16,906,587	)		(1,094,656	)
Unrealized loss on marketable securities		(7,300	)		(100	)
Loss on debt extinguishment, net		(5,434,447	)		-
Unrealized loss on exchange rate		-			(22,686	)
Unrealized loss on marketable securities		(2,900	)		(7,300	)
Gain on disposal of subsidiary		-			1,000
Settlement expense		(200,000	)		-
Gain on dissolution of subsidiary		-			9,916
Derivative income, net		615,796			-
Total Other Income (Loss), net		(1,101,956	)		94,330
Total Other Expenses, net		(21,928,138	)		(1,101,956	)
NET LOSS		(1230,~~741~~907,~~962~~505	)		(512,~~471~~741,~~649~~962	)
Series E preferred stock dividend and deemed dividend		(160,000	)		(159,890	)
Series E preferred stock dividend		(26,301	)		(160,000	)
Series F preferred stock dividend and deemed dividend		(80,000	)		(1,006,728	)
Series F preferred stock dividend		(13,151	)		(80,000	)
Preferred stock dividend and deemed dividend		(80,000	)		(1,006,728	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(30,946,957	)	$	(12,981,962	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(12,981,962	)	$	(6,638,267	)
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:
Basic and Diluted	$	(0.00	)	$	(0.00	)
Basic and diluted	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		5,881,207,480			5,369,618,049
Basic and diluted		6,151,499,919			5,881,207,480

See accompanying notes to financial statements.

F-54

THERALINK TECHNOLOGIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

	Preferred Stock										Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Series A# of Shares		Series C-1# of Shares			Series C-2 # of Shares			Amount		# of Shares			Amount		Paid-in Capital			Accumulated Deficit			Stockholders’ Deficit
	Series A # of Shares		Series C-1 # of Shares			Series C-2 # of Shares			Amount		# of Shares			Amount		Capital			Deficit			Deficit
	Preferred Stock										Common Stock					Additional						Total
Balance at September 30, 2020		667		2,966			4,917		$	-		5,124,164,690		$	512,416	$	42,367,577		$	(43,187,588	)	$	(307,595	)
	Series A# of Shares		Series C-1# of Shares			Series C-2 # of Shares			Amount		# of Shares			Amount		Paid-in Capital			Accumulated Deficit			Stockholders’ Deficit
Adjustment related to Series A preferred prior period redemption payment		-		-			-			-		-			-		500			-			500
Balance at September 30, 2021		667		2,966			4,917		$	-		5,124,164,690		$	512,416	$	44,368,077		$	(49,825,855	)	$	(4,945,362	)
Beneficial conversion feature related to a convertible note - related party recorded as debt discount		-		-			-			-		-			-		15,800			-			15,800
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount		-		-			-			-		-			-		984,200			-			984,200
Series E preferred stock dividend		-		-			-			-		-			-		-			(159,890	)		(159,890	)
Series F preferred stock dividend		-		-			-			-		-			-		-			(6,728	)		(6,728	)
Beneficial conversion feature related to issuance of Series F preferred stock		-		-			-			-		-			-		42,808			(42,808	)		-
Relative fair value of warrant issued in connection with the sale Series F preferred stock		-		-			-			-		-			-		957,192			(957,192	)		-
Net loss		-		-			-			-		-			-		-			(5,471,649	)		(5,471,649	)
Balance at September 30, 2021		667		2,966			4,917			-		5,124,164,690			512,416		44,368,077			(49,825,855	)		(4,945,362	)
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount		-		-			-			-		-			-		1,266,471			-			1,266,471
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount		-		-			-			-		-			-		2,330,458			-			2,330,458
Issuance of common stock in connection with conversion of Series C-1 preferred stock		-		(1,923	)		-			-		288,637,529			28,864		(28,864	)		-			-
Issuance of common stock in connection with conversion of Series C-2 preferred stock		-		-			(1,880	)		-		280,475,491			28,048		(28,048	)		-			-
Issuance of common stock in connection with settlement of accounts payable		-		-			-			-		26,913,738			2,691		81,549			-			84,240
Issuance of common stock in connection with subscriptions payable		-		-			-			-		431,309,907			43,131		1,306,869			-			1,350,000
Relative fair value of additional warrants issued in connection with modification of convertible notes - related party recorded as debt discount		-		-			-			-		-			-		34,620			-			34,620
Relative fair value of additional warrants issued in connection with modification of convertible notes recorded as debt discount		-		-			-			-		-			-		44,858			-			44,858
Series E preferred stock dividend		-		-			-			-		-			-		-			(160,000	)		(160,000	)
Series F preferred stock dividend		-		-			-			-		-			-		-			(80,000	)		(80,000	)
Accretion of stock-option expense		-		-			-			-		-			-		6,015,622			-			6,015,622
Accretion of stock option expense		-		-			-			-		-			-		6,015,622			-			6,015,622
Correction for rounding error		-		-			-			-		(1,436	)		-		-			-			-
Net loss		-		-			-			-		-			-		-			(12,741,962	)		(12,741,962	)
Balance at September 30, 2022		667		1,043			3,037		$	-		6,151,499,919		$	615,150	$	55,391,612		$	(62,807,817	)	$	(6,801,055	)
Accretion of stock option expense		-		-			-			-		-			-		1,250,689			-			1,250,689
Exchange of preferred stock to convertible debt		-		(902	)		(3,037	)		-		-			-		(1,618,238	)		-			(1,618,238	)
Series E preferred stock dividend		-		-			-			-		-			-		-			(26,301	)		(26,301	)
Series F preferred stock dividend		-		-			-			-		-			-		-			(13,151	)		(13,151	)
Net loss		-		-			-			-		-			-		-			(30,907,505	)		(30,907,505	)
Balance on September 30, 2023		667		141			-		$	-		6,151,499,919		$	615,150	$	55,024,063		$	(93,754,774	)	$	(38,115,561	)

See accompanying notes to financial statements.

F-65

THERALINK TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

	2023			2022
	For the Years Ended
	September 30,
	2022			2021
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1230,~~741~~907,~~962~~505	)	$	(512,~~471~~741,~~649~~962	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation on property and equipment and finance ROU assets		~~190~~208,~~780~~287			~~185~~190,~~730~~780
Non-cash lease cost		2824,~~451~~964			128,~~596~~451
Accretion of stock option expense		61,~~015~~250,~~622~~689			-6,015,622
Amortization of debt discount		~~738~~15,~~521~~284,413			64738,~~981~~521
Bad debt		39,426			-
Loss on debt extinguishment		5,434,447			-
Gain on debt extinguishment		-			(227,294	)
Bad debt expense		19,923			39,426
Unrealized loss on exchange rate		-			22,686
Unrealized loss on marketable securities		2,900			7,300
Unrealized loss on marketable securities		7,300			100
Non-cash settlement expense		200,000			-
Gain on dissolution of subsidiary		-			(9,916	)
Derivative income, net		(615,796	)		-
Gain on disposal of subsidiary		-			(1,000	)
Gain on modification of operating lease		-			(8,229	)
Gain on modification of operating lease		(8,229	)		-
Impairment loss on property and equipment		238,671			-
Change in operating assets and liabilities:
Accounts receivable		(3511,~~957~~708	)		-(35,957	)
Prepaid expenses and other current assets		(819,~~559~~337	)		(378,~~732~~559	)
Laboratory supplies		~~71,062~~-			~~273~~71,062
Accounts payable		~~(191~~482,~~125~~001	)		~~415~~(191,~~190~~125	)
Accrued liabilities and other liabilities		~~483~~2,~~575~~644,856			~~140~~483,~~955~~575
Contract liabilities		21(11,~~400~~660	)		~~135~~21,~~150~~400
NET CASH USED IN OPERATING ACTIVITIES		(5,~~389~~774,~~695~~855	)		(45,~~780~~389,~~930~~695	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Adjustment related to Series A preferred prior period redemption payment		-			500
Purchase of property and equipment		(163,380	)		(131,611	)
Proceeds from disposal of a subsidiary		-			1,000
NET CASH USED IN INVESTING ACTIVITIES		(163,380	)		(131,611	)
Purchase of property and equipment		(131,611	)		(135,702	)
NET CASH USED IN INVESTING ACTIVITIES		(131,611	)		(134,202	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock		-			1,000,000
Proceeds from convertible debt - related parties, net		2,988,062			3,150,000
Proceeds from sale of common stock		-			1,350,000
Proceeds from convertible debt, net		2,950,011			2,475,000
Proceeds from convertible debt - related party		3,150,000			1,000,000
Proceeds of notes payable - related parties		1,027,181			400,000
Proceeds from convertible debt		2,475,000			-
Repayment of notes payable - related parties		(249,000	)		-
Proceeds of notes payable - related party		400,000			100,000
Repayment of convertible notes payable		-			(150,000	)
Repayment of notes payable - related party		(150,000	)		-
Repayment of convertible notes payable - related parties		(120,000	)		-
Repayment of financed lease		(4753,~~730~~995	)		-(47,730	)
Deferred offering costs		~~(27,270~~-	)		-(27,270	)
Payments for preferred stock dividends		~~(199,385~~-	)		-(199,385	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		56,~~600~~542,~~615~~259			35,~~450~~600,~~000~~615
NET CHANGE IN CASH		79,309			(1,465,132	)
NET INCREASE IN CASH		604,024			79,309
CASH, beginning of the year		314,151			1,779,283
CASH, beginning of year		393,460			314,151
CASH, end of the year	$	393,460		$	314,151
CASH, end of year	$	997,484		$	393,460
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	~~117~~8,~~301~~066		$	-117,301
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Series E preferred stock dividend	$	~~160~~26,~~000~~301		$	~~159~~160,~~890~~000
Series F preferred stock dividend	$	8013,~~000~~151		$	680,~~728~~000
Initial amount of operating ROU asset and related liability	$	~~1,212,708~~-		$	-1,212,708
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount	$	~~1,266,471~~-		$	~~984~~1,~~200~~266,471
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount	$	~~2,330,458~~-		$	-2,330,458
Relative fair value of additional warrants issued in connection with modification of convertible notes - related party recorded as debt discount	$	~~34,620~~-		$	1534,~~800~~620
Relative fair value of additional warrants issued in connection with modification of convertible notes recorded as debt discount	$	~~44,858~~-		$	-44,858
Beneficial conversion feature related to a convertible note - related party recorded as debt discount	$	-		$	-
Initial fair value of derivative liabilities recorded as debt discount - related parties	$	8,978,284		$	-
Beneficial conversion feature related to issuance of Series F preferred stock	$	-		$	42,808
Initial fair value of derivative liabilities recorded as debt discount	$	8,063,816		$	-
Relative fair value of warrant issued in connection with the sale Series F preferred stock	$	-		$	957,192
Exchange of preferred stock and accrued dividends for convertible debt - related parties	$	3,099,945		$	-
Exchange of preferred stock for convertible debt	$	1,618,238		$	-
Exchange of accrued interest payable for convertible debt - related parties	$	129,079		$	-
Exchange of accrued interest payable for convertible debt	$	173,375		$	-

See accompanying notes to financial statements.

F-6

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023 AND 2022

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Theralink Technologies, Inc. (“Theralink or the Company), is a Nevada corporation, that operates as a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden, Colorado. Theralink’s unique and patented Reverse Phase Protein Array (RPPA) technology platform can quantify protein signaling to support oncology clinical treatment decisions and biopharmaceutical drug development. Since protein signaling is responsible for the development and progression of cancer, nearly all FDA-approved cancer therapeutics target proteins, not genes. The Theralink® RPPA technology can reveal the protein drug target(s) that are essentially turned “on” in a patient’s cancer and may suggest the most effective treatment plan to turn those proteins “off”. Therefore, the Theralink® RPPA technology is a critical tool that may empower oncologists with actionable information to effectively treat a cancer patient, which is often missed by standard proteomic and genomic testing.

Our commercially available Lab Developed Test (LDT), the Theralink® Assay for Breast Cancer, is currently being utilized by oncologists across the United States to assist in making the most targeted treatment plan for their patients with advanced breast cancer. In 2023, Theralink began receiving reimbursement for this test by Medicare and certain third-party payors. The Theralink® test determines which drug target(s) are present and/or activated and may reveal to the oncologist which patients are predicted to be responders versus non-responders to a particular therapeutic. The test may provide therapeutic recommendations to support oncologist treatment selection of the best therapy option – which may improve patient response and consequently save the healthcare system substantial dollars.

On May 23, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IMAC Holdings, Inc. (“IMAC”) and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company’s Board of Directors unanimously approved the Merger Agreement. Under the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock and each share of our preferred stock issued and outstanding as of immediately prior to completion of the Merger will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the “IMAC Shares”) such that the total number of IMAC Shares issued to the holders of our common and preferred stock shall equal 85% of the total number of IMAC Shares outstanding as of the completion of the Merger. The completion of the Merger is subject to the satisfaction of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of voting stock of Theralink, and (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the votes cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of each of IMAC’s and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The Company is currently working with IMAC to facilitate the completion of the merger in early 2024.

F-7

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Theralink Technologies, Inc., formerly OncBioMune Pharmaceuticals, Inc. (the “Company”), was a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology. On June 5, 2020, the Company acquired the assets (the “Asset Sale Transaction”) of Avant Diagnostics, Inc., a Nevada corporation established in 2009 (“Avant”) pursuant to the Asset Purchase Agreement dated May 12, 2020, between the Company and Avant (the “Asset Purchase Agreement”). Avant is a commercial-stage precision medicine and molecular data-generating company that focuses on the development and commercialization of a series of patented, proprietary data-generating assays that may provide important actionable information for physicians and patients, as well as biopharmaceutical companies, in the area of oncology.

Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets of Avant and assumed certain of its liabilities. Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant sold to the Company, all of Avant’s title and interest in all the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also hired Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, the Company issued to Avant 1,000 shares of a newly created Series D-1 Preferred Stock which held 54.55% of all voting rights on an as-converted basis with the common stock. Upon the effectiveness of an increase of the Company’s authorized shares of common stock from 6,666,667 shares to 12,000,000,000 shares, all such shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,549,184 shares of the Company’s common stock. Avant possessed majority voting control of the Company immediately following the Asset Sale Transaction and controlled the Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net asset by Avant and a recapitalization of Avant. Avant is considered the historical registrant and the historical operations presented are those of Avant since Avant obtained 54.55% majority voting control of the Company. All share and per share data in the accompanying financial statements and footnotes has been retrospectively adjusted for the recapitalization.

On July 11, 2021, the Company’s wholly-owned subsidiary, OncBioMune, LLC, was administratively dissolved by the Louisiana Secretary of State for failing to meet its filing requirements and pay the associated fees (see Note 3).

In connection with the Asset Sale Transaction, the Company entered into an Exchange Agreement, effective June 5, 2020, by and among OncBioMune Pharmaceuticals, Inc. and the investors named therein, whereby the Company agreed to exchange certain convertible promissory notes and warrants outstanding for shares of Series C-1 Convertible Preferred Stock of the Company and options to purchase shares of the Company’s wholly-owned subsidiary, OncBioMune Sub Inc. OncBioMune Sub Inc. holds the patents used in the prior business of OncBioMune Pharmaceuticals, Inc. In July 2021, certain of those investors exercised their options to purchase the shares of OncBioMune Sub Inc. On July 26, 2021, the Company transferred all 10,000 shares of OncBioMune Sub Inc. held by the Company to the various investors for gross proceeds of $1,000 (see Note 3).

On February 25, 2022, FINRA recognized the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change from “OBMP” to “THER” went into effect.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~consolidated~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ~~which~~(“GAAP”). ~~present~~The ~~the~~summary ~~consolidated~~of ~~financial~~significant ~~statements~~accounting ofpolicies ~~the~~presented ~~Company~~below ~~and~~is ~~its~~designed ~~wholly-owned,~~to ~~inactive~~assist ~~subsidiaries,~~in ~~OncBioMune,~~understanding ~~LLC.~~the ~~(through~~Company’s ~~dissolution~~financial ~~date~~statements. ofSuch ~~July~~financial ~~11,~~statements ~~2021)~~ and ~~OncBioMune~~accompanying ~~Sub,~~notes ~~Inc.~~are ~~(through~~the ~~sale~~representations ~~date~~ of ~~July 26~~Company’s management, ~~2021).~~who ~~All~~is ~~intercompany accounts~~responsible ~~and~~for ~~transactions~~their ~~have~~integrity ~~been~~and ~~eliminated in consolidation~~objectivity.

Going Concern

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company had a net loss and net cash used in operations of approximately $~~12,741,962~~30.9 million and $5.8 million,~~389,695,~~ respectively, for the year ended September 30, ~~2022~~2023. Additionally, the Company had an accumulated deficit of approximately $93.8 million, and a stockholders’ deficit and working capital deficit of ~~$62,807,817,~~approximately $~~6,801,055~~38.1 and $238.6 million,~~808~~ respectively,~~736~~ on September 30, ~~2022~~2023. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

F-8

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

Although the Company has historically raised capital from sales of equity and the issuance of promissory notes convertible notes and convertible debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the years ended September 30, ~~2022~~2023 and 2022 ~~2021~~ include, but are not necessarily limited to, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of derivative liabilities, and the fair value of non-cash equity transactions.

F-8

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023 AND 2022

Fair Value of Financial Instruments and Fair Value Measurements

FASB ASC 820 -– Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, ~~2022 and 2021~~2023. Accordingly, ~~the~~ the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on the disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

~~Level~~The carrying ~~2—Inputs~~amounts ~~are~~reported ~~unadjusted~~in ~~quoted~~the ~~prices~~balance sheets for ~~similar~~cash, ~~assets~~accounts ~~and liabilities in active markets~~receivable, ~~quoted~~prepaid ~~prices~~expenses ~~for~~and ~~identical~~other orcurrent ~~similar~~ assets, ~~and~~accounts ~~liabilities~~payable, accrued ~~in markets that are not active~~liabilities, ~~inputs~~contract ~~other than quoted prices that are observable~~liabilities, and ~~inputs~~accrued ~~derived~~compensation ~~from~~approximate ortheir ~~corroborated~~fair ~~by observable~~ market ~~data.~~value ~~Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability~~ based on the ~~best~~short-term ~~available~~maturity of ~~information~~these instruments.

Assets or liabilities measured at fair value on a recurring basis included embedded conversion options in convertible debt (See Note 6) and were as follows on September 30, 2023. There were no liabilities or assets measured at fair value on a non-recurring basis as of September 30, 2022.

	September 30, 2023						September 30, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities	$	—	$	—	$	16,426,304	$	—	$	—	$	—

A roll forward of the level 3 valuation financial instruments is as follows:

	2023			2022
	For the Year-Ended September 30,
	2023			2022
Balance at beginning of year	$	-		$	-
Initial valuation of derivative liabilities included in debt discount		17,042,100			-
Initial valuation of derivative liabilities included in derivative expense		27,438,113			-
Change in fair value included in derivative income, net		(28,053,909	)		-
Balance at end of year	$	16,426,304		$	-

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments.

Cash and Cash Equivalents

The Company considers all highly liquid ~~instruments~~investments ~~purchased~~ with anmaturities ~~original maturity~~ of three months or less toat bethe ~~cash~~time ~~equivalents.~~of ~~The Company’s~~purchase ~~investment policy is~~ to ~~preserve~~be ~~principal~~cash ~~and maintain liquidity~~equivalents. As ~~The~~of ~~Company~~September ~~periodically~~30, ~~monitors its positions with~~2023, ~~and~~ the ~~credit~~Company ~~quality~~had of$997,484 ~~the~~in ~~financial~~cash ~~institutions with which it invests~~equivalents.

The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. At September 30, 2023, the Company’s cash balance exceed the federal deposit insurance limit of $250,000 by $747,601.

F-9

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

Prepaid Assets

Prepaid assets are carried at amortized cost. ~~Significant~~Prepaid ~~prepaid~~ assets as of September 30, ~~2022~~2023 and ~~2021~~2022 include, but are not necessarily limited to, prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services.

~~Laboratory~~Research ~~Supplies~~and Development Expenses

~~Laboratory~~Research ~~supplies~~and ~~are~~development ~~normally~~expenses ~~consumed~~are ~~within~~recognized aas ~~year~~general ~~from purchase~~ and ~~any~~administrative ~~unused~~expense ~~laboratory supplies are classified~~ as ~~current~~incurred ~~assets~~including ~~and reflected in~~ the ~~accompanying~~purchase ~~balance~~of ~~sheets as~~ laboratory supplies.

Property and Equipment

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of their useful life or the lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Impairment of Long-Lived Assets

~~In accordance~~The ~~with ASC Topic 360, the~~ Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company 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.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under the FASB’s Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment.

Revenue Recognition and Contract Assets and Liabilities

In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

F-10

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

~~Contract~~The ~~Liabilities~~Company provides research and development support to biopharmaceutical companies to assist their drug development programs. In January 2021, the Company began performing tumor profiling to support clinical patient therapeutic intervention. The services provided by the Company are performance obligations under services contracts. These contracts are completed over time and may lead to deferred revenue for services not completed at the end of a period which is reflected as contract liabilities on the accompanying balance sheet. The Company may include, in accounts receivable, amounts billed to customers in advance of services being initiated or completed. If the Company has a right to such consideration that is unconditional such as for contractually allowed billings under non-cancellable contracts, such amounts billed in advance would be offset by a contract liability. Management reviews the completion status of all jobs monthly to determine the appropriate amount of revenue to recognize. The Company offers these services to biopharmaceutical companies and to private individuals. The Company uses various output methods to recognize revenues. During the years ended September 30, 2023 and 2022, revenues by category are as follows:

SCHEDULE OF REVENUES BY CATEGORY

	Year Ended September 30, 2023		Year Ended September 30, 2022
Biopharma services	$	465,430	$	547,060
Patient testing service		141,366		20,845
Total revenues	$	606,796	$	567,905

Contract Liabilities – Deferred Revenue

~~Contract liabilities~~For asthe ofyears ended September 30, ~~2022~~2023 and ~~2021~~2022, ~~are~~contract liabilities activity is as follows:

SCHEDULE OF CONTRACT LIABILITIES

	September 30, 2022			September 30, 2021
	Year Ended September 30, 2023			Year Ended September 30, 2022
Contract liabilities beginning balance	$	~~135~~156,~~150~~550		$	—135,150
Billings and cash receipts on uncompleted contracts		~~325~~159,~~048~~465			~~281~~325,~~012~~048
Less: revenues recognized during the period		(~~303~~171,~~648~~125	)		(~~145~~303,~~862~~648	)
Total contract liabilities	$	~~156~~144,~~550~~890		$	~~135~~156,~~150~~550

During the year ended September 30, ~~2022~~2023, the Company recognized $~~303~~171,~~648~~125 of ~~the~~ contract liabilities into revenue, of which $54124,~~600~~650 was related to the uncompleted contracts from the prior period.

Cost of ~~Revenue~~Revenues

The cost of revenue ~~consists~~includes of the cost of labor, supplies and materials.

Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis and does not bear interest. Trade accounts receivable are ~~periodically~~ evaluated at the end of each reporting period for collectability based on past credit history with customers and their current financial condition.

Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain ~~the~~ the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance using the current expected credit loss model based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Research and Development - Contract

The Company ~~joined~~executed ~~and~~an ~~made~~investigator-initiated anstudy ~~investment~~agreement in an2022. ~~investigator-initiated~~The ~~study~~contract ~~during~~agreement ~~the~~expires ~~year~~on ~~ended~~December ~~September~~31, 302027, ~~2022~~and maybe canceled by either party upon 30-days written notice. As part of ~~that~~the ~~investment~~agreement, the Company ~~obtained~~is required to make quarterly payments to the investigator for the rights/access to various retrospective biobank clinical samples for research and product development purposes. In addition, the Company received active patient clinical samples infor ~~the~~various ~~following~~cancer ~~disease~~indications ~~sites~~including: ovarian, endometrial, and head & neck cancers. These samples were tested to provide RUO (Research Use Only) results reports for research and product validation efforts. ~~The~~For ~~transaction~~the ~~term is for 5-~~years, ~~starting~~ended ~~in January 2022. As of~~ September 30, ~~2022~~2023 and ~~2021~~2022, the Company ~~had~~incurred ~~spent~~ $~~150~~125,000 and $0150,000, ~~on this~~respectively for research and development ~~project~~related to the agreement, which is included in general and administrative expenses on the accompanying statements of operations.

Concentrations

Concentration of Credit Risk

The Company maintains its cash in banks and financial institutions that at times may exceed the federally insured limit of $250,000. As of September 30, 2022 and 2021, the cash balances were in excess of the FDIC insured limit by $186,466 and $68,122, respectively. The Company has not experienced any losses in such accounts through June 30, 2022.

Concentration of Revenues

For the year ended September 30, 2022, the Company generated total revenue of $567,905 of which 21%, 15%, 14% and 10% were from four of the Company’s customers. For the year ended September 30, 2021, the Company generated total revenue of $505,604 of which 31%, 12%, 12% and 11% were from four of the Company’s customers.

F-11

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

Derivative Liabilities

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 - Derivative and Hedging - Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

Concentrations

Concentration of Revenues

For the year ended September 30, 2023, the Company generated total revenue of $606,796 of which 22.4%, 18.6%, and 17.2% and 13.7% were from four of the Company’s customers.

For the year ended September 30, 2022, the Company generated total revenue of $567,905 of which 21%, 15%, 14% and 10% were from four of the Company’s customers.

Concentration of Accounts Receivable

As of September 30, ~~2022~~2023, the Company had net accounts receivable of $3223,~~125~~910 of which 5963% ~~and~~was ~~41% were~~ from ~~two~~one of the Company’s customers, ~~respectively~~and 37% was from the Company’s self-pay customers. As of September 30, ~~2021~~2022, the Company ~~did~~had ~~not~~net ~~have any~~ accounts receivable of $32,125 of which 59% and 41% were from two of the Company’s customers, respectively.

Concentration of Contract Liabilities

As of September 30, ~~2022~~2023, the Company had deferred revenue reflected as contract liabilities of $~~156~~144,~~550~~890 of which 65100% ~~and~~was ~~24% were~~ from ~~two~~ one of the Company’s customers. As of September 30, ~~2021~~2022, the Company had deferred revenue reflected as contract liabilities of $~~135~~156,~~150~~550 of which 5665%, ~~24%~~ and 1624% were from ~~three~~two of the Company’s customers.

Concentration of Vendors

Generally, the Company relies on one vendor to perform the Company’s patient reporting and contract research (formerly called sample analysis) which is an integral part of the Company’s operation and revenue stream. Any disruption in this service could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company discontinued using this vendor in June 2022 as the patient reporting function has been moved in-house.

During the years ended September 30, 2022 and 2021, the Company incurred $272,904 and $860,954, respectively, or 100%, of its patient reporting and contract research (formerly called sample analysis) expense from one vendor.

Basic and Diluted Loss Per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes, conversion of preferred stock, and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of September 30, ~~2022~~2023 and ~~2021~~2022 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive:

	2022		2021
	2023		2022
	September 30,
	2022		2021
	2023		2022
Stock warrants		17,~~888~~244,~~813~~334,~~005~~819		~~984~~1,~~470~~888,~~116~~813,005
Stock options		1,~~901~~664,~~410~~270,~~519~~920		-1,901,410,519
Series C-1 preferred stock		~~156~~21,~~626~~167,~~175~~535		~~445~~156,~~301~~626,~~289~~175
Series C-2 preferred stock		~~453,067,129~~-		~~733~~453,~~542~~067,~~619~~129
Series E preferred stock		~~638,977,636~~-		638,977,636
Series F preferred stock		~~319,488,818~~-		319,488,818
Convertible notes		130,~~813~~758,~~880~~739,~~837~~813		~~319~~1,~~488~~813,~~711~~880,837
Total antidilutive securities excluded from computation of earnings		739,~~172~~688,~~264~~513,~~119~~087		37,~~441~~172,~~269~~264,~~189~~119

Income Taxes

The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2022 and 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of September 30, 2022 and 2021.

F-12

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

Income Taxes

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2023 and 2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of September 30, 2023 or 2022.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Leases

The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting. The Company assess whether the contract is, or contains, a lease at the inception of a contract which is based on (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less.

Recent Accounting Pronouncements

In On ~~August~~October ~~2020~~1, 2022, the ~~FASB~~Company ~~issued~~adopted ASU ~~2020~~2016-~~06—Debt—Debt~~13, ~~with~~Financial ~~Conversion~~Instruments ~~and Other Options (Subtopic 470~~-~~20)~~ ~~and~~Credit ~~Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)~~Losses: ~~Accounting~~Measurement ~~for~~of ~~Convertible~~Credit ~~Instruments~~Losses ~~and~~on ~~Contracts~~Financial ~~in an~~Instruments ~~Entity’s Own Equity~~ (~~“ASU~~ASC ~~2020-06”~~326) ~~to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments~~. ~~Under~~The ~~the~~standard ~~amendments in~~replaces ~~ASU 2020-06,~~ the ~~embedded~~current ~~conversion~~incurred ~~features~~loss noimpairment ~~longer~~model ~~are~~that ~~separated~~recognizes ~~from~~losses ~~the~~when ~~host~~a ~~contract~~probable ~~for~~threshold ~~convertible~~is ~~instruments~~met with ~~conversion~~ ~~features~~a ~~that~~requirement ~~are not required~~ to berecognize ~~accounted~~lifetime ~~for~~expected ascredit ~~derivatives~~losses ~~under~~immediately ~~Topic~~when ~~815,~~a ~~Derivatives~~financial ~~and~~asset ~~Hedging,~~is originated or ~~that do not result in substantial premiums accounted for as paid-in capital~~purchased. ~~Consequently~~Further, ~~a convertible debt instrument will be accounted for as a single~~the ~~liability~~FASB ~~measured~~issued atASU ~~its~~2019-04 ~~amortized cost~~ and aASU ~~convertible~~2019-05 ~~preferred~~to ~~stock~~provide ~~will~~additional beguidance ~~accounted~~on ~~for~~the ascredit alosses ~~single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives~~standard. ByWhile ~~removing those separation models,~~ the ~~interest~~adoption ~~rate~~ of ~~convertible~~ASC ~~debt~~326 ~~instruments typically will be closer to the coupon interest rate when applying the guidance~~could inresult ~~Topic 835, Interest. The amendments~~ in ~~ASU 2020-06 provide financial statement users with~~ a ~~simpler~~higher ~~and~~allowance ~~more~~recorded ~~consistent~~in ~~starting~~the ~~point to~~future ~~perform~~for ~~analyses~~credit ~~across~~losses ~~entities.~~on ~~The~~receivables ~~amendments~~within ~~also improve~~ the ~~operability~~scope of the ~~guidance~~standard ~~and~~due ~~reduce,~~ to ~~a large extent,~~ the ~~complexities~~prescribed inmeasurement ~~the~~principles, ~~accounting for convertible instruments and~~ the ~~difficulties~~impact ~~with the interpretation and application~~ of the ~~relevant~~adoption ~~guidance. To~~on ~~further improve~~ the ~~decision~~Company’s ~~usefulness and relevance of the information being provided to users of~~ financial statements, ~~amendments in~~was ~~ASU~~not ~~2020-06 increased information transparency by making the following amendments to the disclosure for convertible instruments:~~material.

1.Management does ~~Added~~not abelieve ~~disclosure objective 2. Added information about events or conditions~~ that ~~occur~~any ~~during~~recently ~~the~~issued, ~~reporting~~but ~~period~~not ~~that~~yet ~~cause~~effective ~~conversion~~accounting ~~contingencies~~pronouncements, toif beadopted, ~~met~~would orhave ~~conversion~~a ~~terms~~material ~~to be significantly changed 3. Added information~~ effect on ~~which party controls~~ the ~~conversion~~Company’s ~~rights~~financial 4statements. Aligned disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Required that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate.

F-13

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

~~The~~NOTE ~~amendments~~3 in– ~~ASU~~MARKETABLE 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 and its adoption did not have any material impact on the Company’s financial statements.SECURITIES

InDuring ~~May~~the ~~2021~~fiscal year ended 2017, the ~~FASB~~Company ~~issued~~acquired ~~ASU 2021-04~~1,000,000 ~~Earnings~~shares ~~Per~~of ~~Share~~common ~~(Topic~~stock ~~260),~~of ~~Debt-Modifications~~Amarantus ~~and~~BioScience ~~Extinguishments~~Holdings, ~~(Subtopic~~Inc. ~~470-50~~(“AMBS”), ~~Compensation-Stock~~with ~~Compensation~~a ~~(Topic~~fair ~~718)~~value of $40,980. ~~and~~The ~~Derivatives~~AMBS ~~and~~common ~~Hedging-Contracts~~stock inis ~~Entity’s~~recorded ~~Own~~as ~~Equity~~marketable ~~(Subtopic~~securities ~~815-40)~~in the accompanying balance sheets. The ~~new~~Company adjusts ~~ASU~~the ~~addresses~~fair ~~issuer’s~~value ~~accounting~~of ~~for~~the ~~certain~~security ~~modifications~~at orevery ~~exchanges~~reporting ofperiod ~~freestanding~~and ~~equity-classified~~the ~~written~~change ~~call options.~~in ~~This~~fair ~~amendment~~value is ~~effective~~recorded ~~for~~in ~~all~~the ~~entities,~~statements ~~for~~of ~~fiscal~~operations as ~~years~~unrealized ~~beginning~~gain ~~after~~or ~~December~~(loss) 15on marketable securities. During the years ended September 30, ~~2021~~2023 and 2022, ~~including~~the ~~interim~~Company ~~periods~~recorded $2,900 ~~within~~and ~~those~~$7,300 ~~fiscal~~of ~~years.~~unrealized ~~Early~~loss ~~adoption~~on ismarketable ~~permitted~~securities, respectively. ~~The~~As ~~Company~~of ~~early~~September ~~adopted~~30, ~~ASU~~2023 ~~2020-06~~ and ~~its~~2022, ~~adoption~~the ~~did~~fair ~~not~~value ~~have~~of ~~any~~these ~~material~~shares ~~impact~~was on$800 ~~the~~and ~~Company’s~~$3,700, ~~financial statements~~respectively.

~~Management~~NOTE ~~does~~4 ~~not~~– ~~believe~~ACCOUNTS ~~that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements.~~RECEIVABLE

~~NOTE~~On 3September –30, ~~DISPOSAL~~2023 OFand ~~SUBSIDIARIES~~2022, accounts receivable consisted of the following:

Administrative Dissolution of OncBioMune, LLC

On July 11, 2021, the Company’s wholly-owned subsidiary OncBioMune, LLC was administratively dissolved by the Louisiana Secretary of State for failing to meet its filing requirements and pay the associated fees (see Note 1). The Company deconsolidated OncBioMune, LLC on July 11, 2021 and recognized a gain of $9,916 which was recorded in the statement of operations as a gain on the dissolution of a subsidiary.

Exercise of Options to Purchase Shares of OncBioMune Sub Inc.

In connection with the Asset Sale Transaction, the Company entered into an Exchange Agreement, effective June 5, 2020, by and among OncBioMune Pharmaceuticals, Inc. and the investors named therein, whereby the Company agreed to exchange certain convertible promissory notes and warrants outstanding for shares of Series C-1 Convertible Preferred Stock of the Company and the option to purchase shares of the Company’s wholly-owned subsidiary, OncBioMune Sub Inc. OncBioMune Sub Inc. holds the patents used in the prior business of OncBioMune Pharmaceuticals, Inc. In July 2021, certain of those investors exercised their options to purchase the shares of OncBioMune Sub Inc. On July 26, 2021, the Company transferred all 10,000 shares of OncBioMune Sub Inc. held by the Company to the various investors for aggregate proceeds of $1,000. The proceeds were recorded in the statement of operations as a gain on the disposal of a subsidiary (see Note 1).

NOTE 4 – MARKETABLE SECURITIES

During the fiscal year ended 2017, the Company acquired 1,000,000 shares of common stock of Amarantus BioScience Holdings, Inc. (“AMBS”) with a fair value of $40,980. The AMBS common stock is recorded as marketable securities in the accompanying balance sheets. Its fair value is adjusted every reporting period and the change in fair value is recorded in the statements of operations as unrealized gain or (loss) on marketable securities. During the years ended September 30, 2022 and 2021, the Company recorded $7,300 and $100 of unrealized loss on marketable securities, respectively. As of September 30, 2022 and 2021, the fair value of these shares was $3,700 and $11,000, respectively.

NOTE 5 – ACCOUNTS RECEIVABLE

On September 30, 2022 and 2021, accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	September 30, 2022			September 30, 2021
	September 30, 2023			September 30, 2022
Accounts receivable	$	3546,~~957~~660		$	-35,957
Less: allowance for doubtful accounts		(322,~~832~~750	)		-(3,832	)
Accounts receivable, net	$	3223,~~125~~910		$	-32,125

For the years ended September 30, ~~2022~~2023 and ~~2021~~2022, bad debt expense amounted to $3919,~~426~~ 923 and $039,426, respectively.

~~F-14~~NOTE 5 – PROPERTY AND EQUIPMENT

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Once placed in service, they are depreciated on the straight-line method over their estimated useful lives. Leasehold improvements are accreted over the shorter of the estimated economic life or related lease terms. Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	Estimated Useful Life in Years		September 30, ~~2022~~2023			September 30, ~~2021~~2022
Laboratory equipment		5	$	~~597~~513,~~059~~788		$	~~470~~597,~~159~~059
Furniture		5		24,567			24,567
Leasehold improvements		5		353,826			~~349~~353,~~115~~826
Computer equipment		3		6876,~~490~~469			68,490
Property and equipment gross				1968,~~043,942~~650			~~912~~1,~~331~~043,942
Less accumulated depreciation				(357,815	)		(213,404	)
Less: accumulated depreciation				(520,135	)		(357,815	)
Property and equipment, net			$	~~686~~448,~~127~~515		$	~~698~~686,~~927~~127

For the years ended September 30, ~~2022~~2023 and ~~2021~~2022, depreciation expense related to property and equipment ~~amounted~~was to $~~144~~162,~~411~~320 and $~~139~~144,~~362~~411, respectively.

During the year ended September 30, 2023, the Company recognized $238,671 of impairment loss related to laboratory equipment that was no longer in service, which is included in operating expenses on the accompanying statement of operations.

Leased equipment was not included in the table above as it was accounted for in accordance with ASU 842 – Leases. These leases are discussed in Note 8 under financing lease right-of-use (“ROU”) assets and financing lease liabilities.

~~NOTE 7 – DEBT~~F-14

~~On September~~THERALINK 30TECHNOLOGIES, ~~2022 and 2021, the convertible notes payable consisted of the following:~~INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023 AND 2022

NOTE 6 – DEBT

On September 30, 2023 and 2022, convertible notes payable (third parties and related parties) consisted of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2022			September 30, 2021
	September 30, 2023			September 30, 2022
Principal amount	$	28,~~475~~986,~~000~~605		$	—2,475,000
Less: debt discount		(21,~~028~~498,~~719~~388	)		—(2,028,719
Convertible notes payable, net	$	~~446~~7,~~281~~488,217		$	—446,281
Principal amount – related parties	$	4,150,000		$	1,000,000
Less: current portion of convertible notes payable		(7,488,217	)		-
Less: debt discount – related parties		(1,844,186	)		(935,019	)
Convertible notes payable, net – long-term	$	-		$	446,281
Convertible notes payable - related parties, net		2,305,814			64,981
Principal amount – related parties	$	11,440,792		$	4,150,000
Less: current portion		(1,000,000	)		-
Less: debt discount – related parties		(1,509,975	)		(1,844,186	)
Convertible notes payable - related parties, net – long-term	$	1,305,814		$	64,981
Convertible notes payable – related parties, net		9,930,817			2,305,814
Total convertible notes payable, net	$	2,752,095		$	64,981
Less: current portion convertible notes payable - related parties		(9,930,817	)		(1,000,000
Convertible notes payable – related parties, net – long-term	$	--		$	1,305,814
Total convertible notes payable, net	$	17,419,034		$	2,752,095

Convertible Debt – Related Parties

On May 12, 2021, the Company entered into a Securities Purchase Agreement (“May 2021 SPA”) with a related party, who is an affiliate stockholder (“May 2021 Investor”) to purchase a convertible note (“May 2021 Note”) and accompanying 63,897,764 warrants (“May 2021 Warrants”) for an aggregate investment amount of $1,000,000 (see Note 108). The May 2021 Note ~~has~~had a principal value of $1,000,000, bore ~~and bears~~ an interest rate of 8% per annum ~~(which~~and ~~shall~~was ~~increase~~ to ~~10% per year upon the occurrence of an “Event of Default” (as defined in the May 2021 Note)) and shall~~ mature on May 12, 2026. The ~~Company received the proceeds in three tranches with the first tranche of $333,334 received in~~ May 2021, ~~the second tranche of $333,333 received in June 2021 and the third tranche of $333,333 received in July 2021. The May 2021~~ Note iswas convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.00313 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment). The ~~Company~~ ~~may prepay the~~ May 2021 Note atand ~~any~~May ~~time~~2021 inWarrants anincluded ~~amount~~a ~~equal~~down-round toprovision ~~110%~~under which of the ~~outstanding~~conversion ~~principal~~price ~~balance~~ and ~~accrued~~exercise ~~interest. In~~price ~~connection~~are ~~with~~reduced if the Company’s ~~obligations~~sells ~~under~~or ~~the~~issues ~~May~~any ~~2021~~securities ~~Note~~including options, ~~the Company entered into a security agreement (“May~~convertible ~~2021~~securities, ~~Security Agreement”)~~ with the ~~May~~exception ~~2021~~of ~~Investor~~exempt issuance (as ~~the~~defined ~~agent~~in ~~pursuant~~the toagreements), ~~which~~or ~~the~~amended ~~Company~~outstanding ~~granted~~securities, at a ~~lien~~lower ~~on the laboratory~~conversion ~~equipment~~or ofexercise ~~the~~price ~~Company~~than ~~(“Collateral”),~~that ~~for the benefit~~ of the May 2021 ~~Investor,~~Note toand ~~secure the Company’s obligations under the~~ May 2021 ~~Note~~Warrants. ~~Upon~~As ~~an Event~~ of ~~Default~~September ~~(as~~30, ~~defined~~2022, in the May 2021 Note), ~~the~~had ~~May~~an ~~2021~~outstanding principal ~~Investor~~balance ~~may,~~of ~~among other things~~$1, ~~collect~~000,000 orand ~~take~~accrued ~~possession~~interest of ~~the Collateral~~$20,164 and ~~proceed~~is ~~with~~included ~~the foreclosure of the security interest~~ in the ~~Collateral~~accompanying orbalance ~~sell,~~sheet at ~~lease or dispose~~$267,521 ofas ~~the Collateral. The May 2021 Note and May 2021 Warrants include~~ a ~~down~~long-~~round~~term ~~provision~~convertible ~~under~~note ~~which~~payable ~~the conversion price and exercise~~– ~~price~~related ~~are reduced if the Company sells or issues any securities including options~~party, ~~convertible~~net ~~securities,~~of ~~with~~discount in the ~~exception~~amount of ~~exempt~~$732,479 ~~issuance~~ (assee ~~defined~~Note ~~in the agreements~~8),. orThe ~~amended~~May ~~outstanding~~2021 ~~securities,~~Warrants athad aan ~~lower conversion or~~ exercise price ~~than that~~ of ~~the~~$0.00313 ~~May~~per ~~2021~~share ~~Note~~(subject ~~and~~to ~~May~~adjustment) ~~2021~~until ~~Warrants.~~May ~~The~~12, 2026 ~~conversion~~ and ~~exercise~~was ~~price~~exercisable offor ~~the~~cash ~~May~~at ~~2021~~any ~~Note~~time. ~~and~~The May 2021 Warrants ~~are~~were ~~reduced~~valued ~~equal~~at to$984,200 using the ~~lower~~relative ~~conversion~~fair ~~and~~value ~~exercise~~method ~~price~~which ofwas recorded ~~the~~as ~~new~~a ~~issuance~~debt ordiscount ~~amended~~which ~~securities.~~was ~~During~~being ~~the~~amortized ~~year~~over ~~ended~~the ~~September~~life ~~30,~~of ~~2021,~~ the ~~Company paid~~May ~~$19,142~~2021 ~~of accrued interest~~Note. AsIn ~~of September 30~~addition, ~~2021,~~ the May 2021 Note had ana ~~outstanding principal balance of $1,000,000 and~~beneficial ~~accrued~~conversion ~~interest~~feature of(“BCF”) ~~$6,575. It is reflected~~ in the ~~accompanying~~amount ~~balance~~of ~~sheet at~~ $6415,~~981,~~800 which was recorded as a ~~long-term~~debt ~~convertible~~discount ~~note~~which ~~payable –~~was ~~related~~being ~~party,~~amortized ~~net~~over ofthe ~~discount.~~life As of ~~September 30, 2022,~~ the May 2021 Note. ~~had~~The andebt ~~outstanding~~discount ~~principal~~totaled ~~balance of~~ $1,000,000 ~~and accrued~~ ~~interest~~which ofwas ~~$20,164.~~being Itamortized isover ~~included~~the inlife of the May ~~accompanying~~2021 ~~balance~~Notes. ~~sheet~~On atNovember ~~$267~~29,~~521~~ as2022, athe ~~long-term~~May ~~convertible~~2021 ~~note~~Note ~~payable~~was –exchanged ~~related party,~~for ~~net~~a ofnew ~~discount~~convertible indebenture ~~the amount of $732,479~~ (see ~~Note 9~~below).

On November 1, 2021, the Company entered into a Securities Purchase Agreement (“First November 2021 SPA”) with a related party, who is an affiliate stockholder (“First November 2021 Investor”), to purchase three convertible notes (collectively as “First November 2021 Notes”) and three accompanying warrants (collectively as “First November 2021 Warrants”), for an aggregate investment amount of $1,000,000. The first note issued on November 1, 2021, had a principal balance of $334,000 and accompanying warrants to purchase up to 18,251,367 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $333,000 and accompanying warrants to purchase up to 18,196,722 shares of common stock. The third note issued on January 1, 2022, had a principal balance of $333,000 and accompanying warrants to purchase up to 18,196,722 shares of common stock. The Company received $1,000,000 in aggregate proceeds from the First November 2021 Notes. The First November 2021 Notes bore interest rate of 8% per annum and was to mature on November 1, 2026. The First November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The First November 2021 Warrants were initially valued at $990,048 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First November 2021 Notes. The First November 2021 Notes and First November 2021 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The First November 2021 Notes and First November 2021 Warrants included a down-round provision under which the conversion price and exercise price were reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the First November 2021 Notes and First November 2021 Warrants. On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. The Company issued additional warrants to purchase up to 218,579,234 shares of common stock to the First November 2021 Investor which increased the total relative fair value of all warrants in total by $34,620 recorded as debt discount which is being amortized over the life of the First November 2021 Notes (see Note 8 and 9). The modification of the First November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 – Debt Modifications and Exchanges; however it represented a substantial modification whereby the First November 2021 Investor received a substantial amount of additional warrants for the same principal amount of investment; hence, it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses was recognized. As of September 30, 2022, the First November 2021 Notes had an outstanding principal of $1,000,000 and accrued interest of $20,164 and are included in the accompanying balance sheet at $140,093 as a long-term convertible note payable – related party, net of discount in the amount of $859,907 (see Note 8) as of September 30, 2022. On November 29, 2022, the First November 2021 Notes were exchanged for a new convertible debenture (see below).

On April 5, 2022, the Company entered into a Securities Purchase Agreement (“First April 2022 SPA”) with a related party, Matthew Schwartz, who is a member of the Board of Directors (“Investor”), to purchase a convertible note with a principal balance of $100,000 (“First April 2022 Note”) with accompanying warrants to purchase 4,201,681 shares of common stock (“First April 2022 Warrants”). The Company received net proceeds of $100,000 on March 24, 2022. The First April 2022 Warrants were valued at $89,815 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First April 2022 Note. The First April 2022 Warrants are exercisable at any time and expire on April 1, 2027. The First April 2022 Note bore an interest rate of 8% per annum and was to mature on April 1, 2027. The First April 2022 Note and First April 2022 Warrants were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The First April 2022 Note and First April 2022 Warrants included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the First April 2022 Note and First April 2022 Warrants. For so long as the First April 2022 Warrants remains outstanding and until the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to investors in an offering of common stock or of any equity linked security (each a “Subsequent Offering”), and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the First April 2022 Warrants such that the First April 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercise, then the First April 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. As of September 30, 2022, the First April 2022 Note had an outstanding principal balance of $100,000 and accrued interest of $3,901 and is reflected in the accompanying balance sheet at $18,959 as a long-term convertible note payable – related party, net of discount in the amount of $81,041 (see Note 8) as of September 30, 2022. On November 29, 2022, the First April 2022 Note was exchanged for a new convertible debenture (see below).

F-15

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

~~The~~On May ~~2021~~9, ~~Warrants~~2022, ~~have~~the Company entered into a Securities Purchase Agreement (“May 2022 SPA”) with a related party, who is an ~~exercise~~affiliate stockholder ~~price~~(“May 2022 Investor”), to purchase four convertible notes for an aggregate investment amount of $~~0.00313~~1,000,000 ~~per~~(collectively, the ~~share~~“May ~~(subject~~2022 Notes”) and accompanying warrants to ~~adjustment~~purchase shares of common stock equal to 20% of the number of the total shares of common stock issuable upon the conversion of the May 2022 Notes (collectively, the “May 2022 Warrants”). ~~until~~The first note issued on May 129, ~~2026~~2022, had a principal balance of $250,000 and isaccompanying ~~exercisable~~warrants ~~for~~to ~~cash~~purchase up to 10,504,202 shares of common stock. The second note issued on May 24, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The third note issued on June 10, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The fourth note issued on July 1, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The Company received $1,000,000 in aggregate proceeds from the May 2022 Notes. The May 2022 Notes bore an interest rate of 8% per annum and were to mature on April 1, 2027. The May 2022 Warrants are exercisable at any time and expire on April 1, 2027. The May ~~2021~~2022 Warrants were valued at $~~984~~178,~~200~~449 using the relative fair value method ~~which~~and ~~was~~ were recorded as a debt discount which is being amortized over the life of the May ~~2021~~2022 ~~Note~~Notes. InThe ~~addition~~May 2022 Notes and May 2022 Warrants were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The May ~~2021~~2022 ~~Note~~Notes ~~had~~and May 2022 Warrants included a ~~beneficial~~down-round provision under which the conversion ~~feature~~price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (~~“BCF”~~as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the inMay 2022 Notes and May 2022 Warrants. For so long as the ~~amount~~May 2022 Warrants remain outstanding and until the listing by the Company or the trading of ~~$15,800~~the ~~which~~common ~~was~~stock ~~recorded~~on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to investors in a ~~debt~~Subsequent ~~discount~~Offering, ~~which~~and issuch ~~being~~warrants ~~amortized~~equal ~~over~~more than 20% warrant coverage, then a number of additional shares will be added to the ~~life~~May 2022 Warrants such that the May 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercise, then the May ~~2021~~2022 ~~Note.~~Warrants ~~The~~shall ~~debt~~be exercisable by the same cashless exercise feature of the warrants issued ~~discount~~in ~~totaled~~the Subsequent Offering. As of September 30, 2022, the May 2022 Notes had an aggregate outstanding principal balance of $1,000,000 and ~~which~~accrued isinterest ~~being~~of ~~amortized~~$20,110 ~~over~~and are included in the ~~life~~accompanying balance sheet at $834,803 as a long-term convertible note payable – related party, net of discount in the amount of $165,197 (see Note 8) as of September 30, 2022. On November 29, 2022, the May 2022 ~~2021~~Note ~~Notes~~was exchanged for a new convertible debenture (see below).

On ~~November~~June 115, ~~2021~~2022, the Company entered into a Securities Purchase Agreement (“~~First~~June ~~November~~2022 ~~2021~~ SPA”) with a related party, Danica Holley, who is ana ~~affiliate~~member ~~stockholder~~of ~~(“First~~the ~~November~~Board ~~2021~~of Directors (“Investor”), to purchase ~~three~~a convertible notes (collectively as “First November 2021 Notes”) and three accompanying warrants (collectively as “First November 2021 Warrants”), for an aggregate investment amount of $1,000,000. The first note ~~issued~~with ~~on November 1, 2021, had a~~ principal ~~balance~~ of $~~334~~50,000 ~~and~~(“June 2022 Note”) with accompanying warrants to purchase ~~up to 18~~2,~~251~~100,~~367~~840 shares of common stock. ~~The~~(“June ~~second~~2022 ~~note~~Warrants”). ~~issued~~The onCompany received ~~December~~net 1,proceeds ~~2021, had a principal balance~~ of $~~333~~50,000 ~~and~~ ~~accompanying~~on ~~warrants~~June ~~to purchase up to 18~~15,~~196,722~~ ~~shares of common stock~~2022. The ~~third~~June ~~note issued on January 1,~~ 2022, ~~had~~Warrants awere ~~principal balance~~valued ofat $~~333~~5,~~000~~924 ~~and~~using ~~accompanying~~the ~~warrants~~relative tofair ~~purchase~~value ~~up to 18,196,722 shares of common stock. The Company received $1,000,000 in~~method ~~aggregate~~and ~~proceeds~~were ~~from~~recorded ~~the~~as ~~First~~debt ~~November~~discount ~~2021 Notes. The First November 2021 Notes bear an interest rate of 8% per annum (~~which ~~shall increase~~is tobeing ~~10%~~amortized ~~per~~over ~~year upon~~ the ~~occurrence~~life of ~~an “Event of Default” (as defined in~~ the ~~First~~June ~~November~~2022 ~~2021 Notes) and mature on November 1, 2026~~Note. The ~~First~~June ~~November~~2022 ~~2021~~ Warrants are exercisable at any time and expire on ~~November~~April 1, ~~2026~~2027. The ~~First~~June ~~November 2021~~2022 ~~Warrants~~Note ~~were~~bore ~~initially~~an ~~valued~~interest atrate ~~$990,048~~of ~~using~~8% ~~the~~per ~~relative~~annum ~~fair value method~~ and ~~were~~was ~~recorded~~to asmature ~~debt~~on ~~discount~~April ~~which~~1, ~~is being amortized over the life of the First November 2021 Notes~~2027. The ~~First~~June ~~November~~2022 ~~2021~~Note ~~Notes~~ and ~~First~~June ~~November~~2022 ~~2021~~ Warrants ~~are~~were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.~~00366~~00476 per share (subject to adjustment). The ~~First~~June ~~November~~2022 ~~2021~~Note ~~Notes~~ and ~~First~~June ~~November~~2022 ~~2021~~ Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the ~~First~~ ~~November~~June ~~2021~~2022 ~~Notes~~Note and ~~First~~June ~~November~~2022 ~~2021~~ Warrants. ~~The~~For ~~conversion~~so ~~and~~long ~~exercise~~as ~~price of~~ the ~~First~~June ~~November~~2022 ~~2021 Notes and First November 2021~~ Warrants ~~are~~remains ~~reduced equal to the lower conversion and exercise price of the new issuance or amended securities. The Company may prepay the First November 2021 Notes at any time in an amount equal to 110% of the~~ outstanding ~~principal balance~~ and ~~accrued interest.~~ Atuntil the election of the First November 2021 Investor, the First November 2021 Notes can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the First November 2021 Notes in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the ~~First~~agreement); ~~November 2021 Notes~~(i), if the ~~Conversion~~Company ~~Amount~~issues ~~shall~~warrants ~~automatically~~to beinvestors ~~converted~~in ~~into~~a ~~fully-paid~~Subsequent ~~and non-assessable shares of common stock. On January 26~~Offering, ~~2022, a notice~~ and ~~request~~such ~~for~~warrants ~~consent~~equal ~~regarding~~more athan ~~change~~20% inwarrant ~~offering~~coverage, ~~terms~~then ~~was sent by the Company~~a tonumber ~~the First November 2021 Investor. Upon the approval~~ of ~~the~~additional ~~First~~shares ~~November~~will ~~2021~~be ~~Investor,~~added ~~the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20%~~ to ~~100% of~~ the ~~common~~June ~~stock~~2022 ~~issuable~~Warrants ~~upon~~such ~~conversion~~that of the ~~notes~~June ~~purchased. As~~2022 aWarrants ~~result,~~shall ~~the First November 2021 Investor received additional cashless-exercisable warrants~~ equal ~~to 80% of~~ the ~~common~~same ~~stock issuable~~percentage ~~upon conversion~~ of the ~~First~~warrant ~~November~~coverage ~~2021~~offered ~~Notes. The Company issued additional warrants~~ to ~~purchase~~the upinvestors toin ~~218,579,234 shares of common stock to~~ the ~~First~~Subsequent ~~November~~Offering ~~2021~~and; ~~Investor~~(ii) ~~which~~if ~~increased~~ the ~~total~~Company ~~relative~~issues ~~fair value of all~~ warrants in ~~total~~a ~~by $34,620 recorded~~Subsequent asOffering ~~debt discount~~ which ismay ~~being~~be ~~amortized~~exercised ~~over~~by ~~the~~means ~~life~~ of ~~the First November 2021 Notes (see Note 9 and 10). The modification of the First November 2021 SPA did not meet the requirements of~~ a ~~debt~~cashless ~~extinguishment~~exercise, ~~under~~then ~~ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial modification whereby~~ the ~~First~~June ~~November~~2022 ~~2021~~Warrants ~~Investor~~shall ~~received~~be aexercisable ~~substantial~~by ~~amount of additional warrants for~~ the same ~~principal~~cashless exercise ~~amount~~feature of ~~investment~~the ~~hence~~warrants itissued ~~was accounted for,~~ in ~~substance,~~the asSubsequent ~~a debt modification ASC 470-50 and no gain or losses was recognized~~Offering. As of September 30, 2022, the ~~First~~June ~~November~~2022 ~~2021~~Note ~~Notes~~ had an outstanding principal balance of $150,000~~,000~~ and accrued interest of $201,~~164~~173. The ~~First~~June ~~November~~2022 ~~2021~~Note ~~Notes~~is ~~are~~ included in the accompanying balance sheet at $~~140~~44,~~093~~438 as a long-term convertible note payable – related party, net of discount in the amount of $~~859~~5,~~907~~562 (see Note 98) as of September 30, 2022. On November 29, 2022, the June 2022 Note was exchanged for a new convertible debenture (see below).

On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $125,000, and on September 2, 2022, the Company entered into a second Demand Promissory Note Agreement with Jeffrey Busch for a principal balance of $150,000 (collectively referred to as the “Busch Notes”). The Busch Notes bore an annual interest rate of 8% and were payable on demand. The outstanding principal and accrued interest on the Busch Notes were contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, the Busch Notes had an outstanding principal balance of $275,000 and accrued interest of $2,683 and are included in the accompanying balance sheet as a short-term convertible note payable – related party. On November 29, 2022, the Busch Notes were exchanged for a new convertible debenture (see below).

F-16

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

On ~~April~~August 511, 2022, the Company entered into a ~~Securities~~Demand ~~Purchase~~Promissory Note Agreement ~~(“First April 2022 SPA”)~~ with a related party, ~~Matthew Schwartz,~~ who is aan ~~member~~affiliate ~~of the board of directors (“Investor”)~~stockholder, ~~to purchase~~ for a ~~convertible note with~~ principal ofbalance ~~$100,000 (“First April 2022 Note”) with accompanying warrants to purchase 4,201,681 shares~~ of ~~common stock (“First April 2022 Warrants”). The Company received net proceeds of~~ $~~100~~375,000 ~~on March 24, 2022~~. The ~~First~~note ~~April~~bore 2022 Warrants were valued at $89,815 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First April 2022 Note. The First April 2022 Warrants are exercisable at any time and expire on April 1, 2027. The First April 2022 Note bears an annual interest rate of 8% ~~per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the First April 2022 Note))~~ and ~~matures~~was payable on ~~April 1, 2027~~demand. The ~~First~~outstanding ~~April~~principal ~~2022 Note~~ and ~~First April 2022 Warrants are convertible and exercisable,~~ ~~respectively,~~accrued ~~into~~interest ~~shares~~ of the ~~Company’s~~note ~~common~~was ~~stock~~contingently at a price equal to $0.00476 per share (subject to adjustment). The First April 2022 Note and First April 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible ~~securities~~, ~~with the exception of exempt issuance (as defined~~ in ~~the agreements)~~full, ~~or amended outstanding securities,~~ at ~~a lower conversion or exercise price than that of~~ the ~~First~~option ~~April 2022 Note and First April 2022 Warrants. The conversion and exercise price~~ of the ~~First~~lender, ~~April~~into ~~2022 Note and First April 2022 Warrants are reduced equal to~~ the ~~lower~~same ~~conversion~~security ~~and~~issued ~~exercise price of the new issuance or amended securities. For so long as the First April 2022 Warrants remains outstanding and until the listing~~ by the Company ~~or the trading of the common stock on a Qualified National Exchange (as defined~~ in ~~the~~its ~~agreement);~~next ~~(i)~~private ifplacement ~~the Company issues warrants to investors in an offering~~ of ~~common~~equity ~~stock~~ or ~~of any~~ equity ~~linked security~~backed ~~(each~~securities a “Subsequent Offering”), and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the First April 2022 Warrants such that the First April 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercises, then the First April 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. The Company may prepay the First April 2022 Note at any time atafter ~~an amount equal to 110% of~~ the ~~outstanding~~inception ~~principal balance and accrued interest~~date. At the election of the Investor, the First April 2022 Note can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the First April 2022 Note in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange, the conversion amount (as defined in the First April 2022 Note) shall automatically be converted into fully-paid and non-assessable shares of common stock. As of September 30, 2022, ~~the~~this ~~First~~note ~~April 2022 Note~~ had an outstanding principal balance of $~~100~~375,000 and accrued interest of $34,~~901.~~110 ~~The~~and ~~First April 2022 Note~~ is ~~reflected~~included in the accompanying balance ~~sheet~~ atsheet ~~$18,959~~ as a ~~long~~short-term convertible note payable – related party,. ~~net~~On ofNovember ~~discount~~29, in2022, ~~the~~this ~~amount~~note ofwas ~~$81,041~~exchanged ~~(see~~for ~~Note~~a 9)new ~~as of~~convertible ~~September~~debenture ~~30,~~(see ~~2022~~below).

On ~~May~~September 92, 2022, the Company entered into a ~~Securities~~Demand ~~Purchase~~Promissory Note Agreement ~~(“May 2022 SPA”)~~ with a related party, who is an affiliate ~~stockholder~~ ~~(“May 2022 Investor”)~~stockholder, ~~to purchase four convertible notes~~ for an aggregate investment amount of $1,000,000 (collectively as “May 2022 Notes”) and accompanying warrants to purchase shares of common stock equal to 20% of the number of the total shares of common stock issuable upon the conversion of the May 2022 Notes (collectively as “May 2022 Warrants”). The first note issued on May 9, 2022, had a principal balance of $~~250~~350,000 ~~and accompanying warrants to purchase up to 10,504,202 shares of common stock~~. The ~~second~~ note ~~issued~~bore on May 24, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The third note issued on June 10, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The fourth note issued on July 1, 2022, had a principal balance of $250,000 and accompanying warrants to purchase up to 10,504,202 shares of common stock. The Company received $1,000,000 in aggregate proceeds from the May 2022 Notes. The May 2022 Notes bear an annual interest rate of 8% ~~per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the May 2022 Notes))~~ and ~~mature~~was onpayable ~~April 1, 2027. The May 2022 Warrants are exercisable at any time and expire~~ on ~~April 1, 2027~~demand. The ~~May~~outstanding ~~2022 Warrants were valued at $178,449 using the relative fair value method and were recorded as~~principal ~~debt discount which is being amortized over the life of the May 2022 Notes. The May 2022 Notes~~ and ~~May~~accrued ~~2022~~interest ~~Warrants are convertible and exercisable, respectively, into shares~~ of the ~~Company’s~~note ~~common~~was ~~stock~~contingently at a price equal to $0.00476 per share (subject to adjustment). The May 2022 Notes and May 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible ~~securities~~, ~~with the exception of exempt issuance (as defined~~ in ~~the agreements)~~full, ~~or amended outstanding securities,~~ at ~~a lower conversion or exercise price than that of~~ the ~~May~~option ~~2022 Notes and May 2022 Warrants. The conversion and exercise price~~ of the ~~May~~lender, ~~2022~~into ~~Notes and May 2022 Warrants are reduced equal to~~ the ~~lower~~same ~~conversion and~~security ~~exercise~~issued ~~price of the new issuance or amended securities. For so long as the May 2022 Warrants remains outstanding and until the listing~~ by the Company ~~or the trading of the common stock on a Qualified National Exchange (as defined~~ in ~~the~~its ~~agreement);~~next ~~(i)~~private ifplacement ~~the Company issues warrants to investors in an offering~~ of ~~common~~equity ~~stock~~ or ~~of any~~ equity ~~linked~~backed ~~security~~securities (each a “Subsequent Offering”), and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the May 2022 Warrants such that the May 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercises, then the May 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. The Company may prepay the May 2022 Notes at any time atafter ~~an amount equal to 110% of~~ the ~~outstanding~~inception ~~principal balance and accrued interest~~date. At the election of the May 2022 Investor, the May 2022 Notes can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the May 2022 Notes in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange, the conversion amount (as defined in the May 2022 Notes) shall automatically be converted into fully-paid and non-assessable shares of common stock. As of September 30, 2022, ~~the~~ ~~May~~this ~~2022~~note ~~Notes~~ had an ~~aggregate~~ outstanding principal balance of $1350,000~~,000~~ and accrued interest of $202,~~110.~~148 ~~The~~and ~~May~~is ~~2022 Notes are~~ included in the accompanying balance sheet ~~at $834,803~~ as a ~~long~~short-term convertible note payable – related party,. ~~net~~On ofNovember ~~discount in~~29, ~~the~~2022, ~~amount~~this ofnote ~~$165,197~~was ~~(see~~exchanged ~~Note~~for 9)a asnew convertible ofdebenture ~~September~~(see ~~30, 2022~~below).

On November 1, 2022, the Company entered into a Demand Promissory Note Agreements with two related parties, who are affiliate stockholders, for a principal balance of $120,000. The notes bore an annual interest rate of 8% and were payable on demand. The outstanding principal and accrued interest of the notes was contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. In December 2022, these short-term loans were repaid.

On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed below, the May 2021 Warrants, First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 warrants, were amended to reduce the exercise price to $0.003 per share. Additionally, 63,897,764 warrants issued in connection with Series F preferred stock were amended to reduce the exercise price to $0.003 per share. In conjunction with the price reduction, the price protection feature for all these warrants was eliminated. All other terms of the warrants remained the same. As a result of the November 29, 2022, amendment to the exercise price, the Company calculated the difference between the warrants’ fair values on November 29, 2022, the date of the amendment, using the then current exercise price ranging from $0.00366 to $0.00476 and the new exercise price of $0.003 and determined that the difference was insignificant.

Securities Exchange Agreements and New Related Party Convertible Debentures and Warrants dated November 29, 2022

On November 29, 2022, the Company consummated the initial closing of a private placement offering pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain related party accredited investors (the “Related Party Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as collateral agent.. At the initial closing, the Company sold the related party Purchasers (i) 10% Original Issue Discount Senior Secured Convertible Debentures (the “New Related Party Debentures”) in an aggregate principal amount of $550,000 and (ii) warrants (the “New Related Party Warrants”) to purchase up to 157,142,857 shares of common stock of the Company, subject to adjustments provided by the Warrants, which represents 100% warrant coverage. The Company received a total of $412,092 in net proceeds at the Initial Offering from the Related Party Purchasers, net of the Original Issue Discount of $50,000, commissions of $58,200 and other offering costs of $29,708.

F-17

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

On ~~June~~November 1529, 2022, the Company entered into a Securities ~~Purchase~~Exchange ~~Agreement~~Agreements ~~(“June 2022 SPA”)~~ with athe above related party, ~~Danica Holley~~investors, ~~who is~~whereby ~~a member of~~ the ~~board~~May ~~of directors (“Investor”), to purchase a convertible note with principal of $50,000 (“June~~2021 ~~2022~~ Note~~”) with accompanying warrants to purchase 2~~,~~100,840~~ ~~shares~~the ofFirst ~~common~~November ~~stock~~2021 ~~(“June 2022 Warrants”). The Company received net proceeds of $50~~Notes,~~000~~ ~~on June 15, 2022. The June 2022 Warrants were valued at $5,924 using~~ the ~~relative~~First ~~fair~~April ~~value method and were recorded as debt discount which is being amortized over the life of the June~~ 2022 Note~~. The June 2022 Warrants are exercisable at any time and expire on April 1~~, ~~2027. The June 2022 Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon~~ the ~~occurrence~~May ~~of an “Event of Default” (as defined in the June~~ 2022 ~~Note)) and matures on April 1~~Notes, ~~2027. The June 2022 Note and June 2022 Warrants are convertible and exercisable, respectively, into shares of~~ the ~~Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The~~ June 2022 Note, ~~and June 2022 Warrants include a down-round provision under which~~ the ~~conversion~~Busch ~~price and exercise price are reduced if the Company sells or issues any securities including options~~Notes, ~~convertible securities, with~~ the ~~exception~~August ~~of exempt issuance (as defined in the agreements)~~11, ~~or amended outstanding securities, at a lower conversion or exercise~~ ~~price than that of the June~~ 2022 ~~Note~~Demand ~~and~~Promissory ~~June 2022 Warrants. The conversion and exercise price of the June 2022~~ Note, and ~~June 2022 Warrants are reduced equal to~~ the ~~lower~~September ~~conversion~~2, ~~and exercise price of the new issuance or amended securities. For so long as the June~~ 2022 ~~Warrants~~ ~~remains~~Demand ~~outstanding~~Promissory ~~and~~Note ~~until~~with ~~the~~an ~~listing~~aggregate byprincipal ~~the~~amount ~~Company or the trading~~ of ~~the~~$4,150,000 ~~common stock on a Qualified National Exchange~~ (~~as defined in~~ the ~~agreement); (i) if the Company issues warrants to investors in an offering of common stock or of any equity linked~~“Exchanged ~~security~~Related ~~(each~~Party ~~a “Subsequent Offering~~Notes”), and ~~such~~accrued ~~warrants~~interest ~~equal~~payable ~~more~~of ~~than 20% warrant coverage~~$120,750 ~~then~~were aexchanged ~~number~~for ofNew ~~additional shares~~Related ~~will~~Party beDebentures. ~~added~~Additionally, toon November ~~the~~29, ~~June~~ 2022, ~~Warrants~~in ~~such~~order ~~that~~to ~~the~~induce ~~June 2022 Warrants shall equal~~ the ~~same~~related ~~percentage~~party ofinvestors ~~the warrant coverage offered~~ to ~~the~~exchange ~~investors in~~ the ~~Subsequent~~respective ~~Offering~~convertible ~~and;~~notes ~~(ii)~~into if the ~~Company~~Related ~~issues warrants in a Subsequent Offering which may be exercised~~Party ~~by means of a cashless exercises~~Debentures, ~~then~~ the ~~June~~aggregate ~~2022~~principal ~~Warrants~~amount ~~shall be exercisable by the same cashless exercise feature~~ of the ~~warrants issued~~Exchanged inRelated ~~the~~Party ~~Subsequent~~Notes ~~Offering. The Company may prepay the June 2022 Note at any time at an amount equal to 110% of the outstanding principal balance~~ and accrued interest. Atpayable ~~the~~was ~~election~~increased ofby ~~the~~15% ~~Investor, the June 2022 Note can be converted in whole or in part at any time~~ (and ~~from time to time. Further, upon maturity the Company may pay the outstanding balance of the June 2022 Note in cash or convert~~ ~~it into shares of common stock. Upon~~ the ~~listing~~August ~~by the Company or the trading of the common stock on a Qualified National Exchange~~11, ~~the~~ ~~conversion amount (as defined in the June~~ 2022 ~~Note) shall automatically be converted into fully-paid~~ and ~~non-assessable shares of common stock. As of~~ September 302, 2022, ~~the~~Demand ~~June~~Promissory ~~2022~~Notes ~~Note~~were ~~had~~issued anwith ~~outstanding~~10% ~~principal balance of $50~~OID),~~000~~ ~~and~~or ~~accrued interest of~~ $1589,~~173. The June 2022 Note are included in the accompanying balance sheet at $44~~505,~~438~~ asfor aNew ~~long-term~~Related ~~convertible~~Party ~~note payable – related~~Debentures ~~party,~~with ~~net~~an ofaggregate ~~discount~~principal ~~in the~~ amount of $54,~~562 (see Note 9) as of September 30~~860, ~~2022~~255.

On ~~July~~November 29, 2022, the Company entered into aSecurities ~~Demand~~Exchange ~~Promissory~~Agreements ~~Note Agreement~~ with ~~Jeffrey~~related ~~Busch~~party ~~who~~preferred ~~serves~~stockholders, aswhereby arelated party ~~member~~holders of ~~the~~1,000 ~~Board~~shares of ~~Directors~~ ~~and~~Series aE ~~related~~preferred ~~party,~~stock ~~for~~with a ~~principal~~stated ~~balance~~value of $~~125~~2,000,000 and onaccrued ~~September~~dividends 2,payable ~~2022~~of $66,630, and ~~the~~related ~~Company~~party ~~entered~~holders ~~into~~of a500 ~~second~~shares ~~Demand Promissory~~of ~~Note~~Series ~~Agreement~~F ~~with~~preferred ~~Jeffrey~~stock ~~Busch~~with ~~for~~ a ~~principal~~stated ~~balance~~value of $~~150~~1,000,000 ~~(collectively~~and ~~referred~~accrued todividends aspayable ~~called the “Busch~~of ~~Notes”).~~$33,315 ~~The~~were ~~Busch~~exchanged ~~Notes~~for ~~bear~~the anNew ~~annual~~Related ~~interest~~Party ~~rate~~Debentures. ofAdditionally, 8%on ~~and~~November ~~are~~29, ~~payable~~2022, onin ~~demand.~~order ~~The~~to ~~outstanding~~induce ~~principal~~the ~~and~~related ~~accrued interest~~party onpreferred ~~the~~stockholders ~~Busch~~to ~~Notes~~exchange istheir ~~contingently~~respective ~~convertible,~~preferred inshares ~~full,~~into at the ~~option~~New ofRelated ~~the~~Party ~~lender~~Debentures, ~~into~~ the ~~same~~aggregate ~~security~~stated ~~issued by~~value ~~the~~and ~~Company~~accrued individends ~~its~~payable ~~next~~were ~~private~~increased ~~placement~~by of15%, ~~equity~~ or ~~equity backed securities at any time after the inception date. As of September 30~~$464, ~~2022~~992, ~~the~~for ~~Busch~~new ~~Notes~~Related ~~had~~Party Debentures with an ~~outstanding~~aggregate principal ~~balance~~ amount of $~~275~~3,~~000 and accrued interest of $2~~564,~~683 and are included in the accompanying balance sheet as a short-term convertible note payable – related party~~937.

On ~~August~~April 11, ~~2022~~2023, the Company ~~entered~~consummated ~~into~~ a ~~Demand~~third ~~Promissory~~closing ~~Note~~of ~~Agreement~~the ~~with~~Offering apursuant ~~related~~to ~~party,~~the ~~who~~terms isand anconditions ~~affiliate~~of ~~stockholder,~~that ~~for~~certain Purchase aAgreement, ~~principal~~dated ~~balance~~as of ~~$375~~November 29,~~000.~~ ~~The~~2022, ~~note~~by ~~bears~~and anamong ~~annual~~the ~~interest~~Company ~~rate~~and ofJeffrey 8%Busch ~~and~~(the is“Third ~~payable~~Closing onRelated ~~demand~~Party Purchaser”). At ~~The~~the ~~outstanding~~third ~~principal~~closing, ~~and accrued~~the ~~interest~~Company ofsold the ~~note~~Purchaser is(i) ~~contingently~~a ~~convertible,~~New inDebenture ~~full,~~with ata ~~the~~principal ~~option~~amount of ~~the lender~~$155,100 ~~into~~ (the ~~same~~“April ~~security~~2023 ~~issued~~Related Party byDebenture”) ~~the~~and ~~Company~~(ii) inWarrants ~~its~~to ~~next~~purchase ~~private~~up ~~placement~~to of44,314,286 ~~equity~~shares orof ~~equity~~Common ~~backed~~Stock, ~~securities~~subject atto ~~any~~adjustments ~~time~~provided ~~after~~by the ~~inception date. As of~~ ~~September 30~~Warrants, ~~2022,~~which ~~this~~represents ~~note~~100% ~~had~~warrant ancoverage. ~~outstanding~~The ~~principal~~Company ~~balance~~received ofa ~~$375,000~~total ~~and accrued interest~~ of $4141,~~110~~000 ~~and~~in isnet ~~included~~proceeds inat the ~~accompanying~~ ~~balance~~Third ~~sheet~~Offering, asnet of a ~~short-term~~10% ~~convertible~~original ~~note~~issue ~~payable~~discount –of ~~related party~~$14,100.

OnThe ~~September~~November 229, 2022, ~~the~~New ~~Company~~Related ~~entered~~Party ~~into~~Debentures aand ~~Demand~~April ~~Promissory~~2023 ~~Note~~Related ~~Agreement~~Party ~~with~~Debenture amatured ~~related~~on ~~party~~November 29, ~~who~~2023, issubject anto ~~affiliate~~a ~~stockholder~~three-month extension at the sole discretion of the Company. On November 27, 2023, the Company announced its intention to automatically ~~for~~extend athe ~~principal~~Maturity ~~balance~~Date of ~~$350~~the Debentures for an additional three-month period such that the Debentures shall be due and payable on February 29,~~000~~ 2024 (See Note 14). The ~~note~~New ~~bears~~Related anParty ~~annual~~Debentures ~~interest~~and ~~rate~~April of2023 8Related Party Debenture bear interest at 10% ~~and~~per isannum payable onupon ~~demand~~conversion or maturity. The ~~outstanding~~New ~~principal~~ Related Party Debentures and ~~accrued~~April ~~interest~~2023 Related Party Debenture are convertible into shares of the ~~note~~Company’s iscommon ~~contingently~~stock ~~convertible,~~at inany ~~full,~~time after the maturity date and prior to Mandatory Conversion (as defined below) at the ~~option~~conversion price equal to the lesser of: (i) $0.003 per share and (ii) 70% of the ~~lender,~~average ~~into~~of the ~~same~~VWAP ~~security~~(as ~~issued~~defined byin the ~~Company~~Debentures) (or in50% ~~its~~of ~~next~~the ~~private~~average ~~placement~~of such VWAP if an event of ~~equity~~default orhas ~~equity~~occurred ~~backed~~and ~~securities~~has atnot ~~any~~been ~~time~~cured) ~~after~~of the ~~inception~~Common Stock during the ten Trading Day (as defined in the Debentures) period immediately prior to the applicable conversion date. AsThe ofNew Related Party Debentures are subject ~~September~~to ~~30,~~mandatory ~~2022,~~conversion ~~this~~(“Mandatory ~~note~~Conversion”) ~~had~~in anthe ~~outstanding~~event ~~principal~~the ~~balance~~Company closes a registered public offering of its Common Stock and receives gross proceeds of not less than $~~350~~5,000,000, ~~and~~with ~~accrued~~such ~~interest~~offering resulting in the listing for trading of the Common Stock on a national exchange (“Qualified Offering”). The conversion price per share of Common Stock in the case of a Mandatory Conversion shall be the lesser of (i) $~~2,148~~0.003 per share and is(ii) ~~included~~70% of the offering price per share in the Qualified Offering (the “Qualified ~~accompanying~~Offering ~~balance~~Price”). ~~sheet~~Alternatively, asupon a ~~short-term~~Mandatory Conversion, the holders of the Debentures may elect to exchange their Debentures for newly issued convertible ~~note~~preferred ~~payable~~securities –at ~~related~~a ~~party~~price per share equal to the Qualified Offering Price or the five-day VWAP of the Common Stock prior to the date that is 181 days after the closing of the Qualified Offering.

Notwithstanding the preceding, holders of New Related Party Debentures and April 2023 Related Party Debenture shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The New Related Party Debentures and April 2023 Related Party Debenture also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion of the Debentures in case of certain future dilutive events or stock-splits and dividends.

The Company’s obligations under the New Related Party Debentures and April 2023 Related Party Debenture are secured by a first priority lien on all the assets of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the “Security Agreement”) by and among the Company, the Debenture holders and the Collateral Agent. In connection with the issuance of the IMAC Note, the Company, Collateral Agent and the holders of a majority of the outstanding New Related Party Debentures agreed to amend and restate the Original Security Agreement to include the IMAC Note, pursuant to the Amended and Restated Security Agreement dated as of August 16, 2023 by and between the Company, IMAC and the Collateral Agent.

The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates.

F-18

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

~~Convertible~~If ~~Debt~~the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, the New Related Party Debenture shall be deemed in default and the default provisions shall apply.

OnIn ~~November~~connection 1,with ~~2021,~~ the ~~Company entered into a~~ Securities ~~Purchase~~Exchange ~~Agreement~~Agreements ~~(“Second November 2021 SPA”)~~ with anrelated ~~investor (“Second~~parties ~~November~~for ~~2021~~the ~~Investor”)~~exchange toof ~~purchase~~the ~~two~~ convertible notes ~~(collectively~~and aspreferred ~~“Second November 2021 Notes”)~~shares ~~and~~for ~~two~~the ~~accompanying~~New ~~warrants~~Related ~~(collectively~~Party asDebentures ~~“Second~~and ~~November~~for ~~2021~~the ~~Warrants”),~~April ~~for~~2023 anRelated ~~aggregate~~party ~~investment~~Debenture ~~amount~~discussed ~~of $500~~above,~~000. The~~ ~~first~~the ~~note,~~Company issued onan ~~November 1, 2021, had a principal balance~~ aggregate of ~~$250~~2,~~000 and accompanying warrants to purchase up to 13~~608,~~661~~654,~~203 shares~~988 ~~of common stock~~warrants. The ~~second~~New ~~note~~Related ~~issued~~Party onWarrants ~~December~~and 1,April ~~2021,~~2023 ~~had~~Related aParty ~~principal~~Warrant ~~balance~~are ofexercisable ~~$250,000~~for ~~and~~five ~~accompanying~~years ~~warrants~~and tosix ~~purchase~~months upfrom tothe ~~13,661,203~~earlier ~~shares~~ of ~~common stock. The Company received $500,000 in aggregate proceeds from~~ the ~~Second~~maturity ~~November~~date ~~2021 Notes. The Second November 2021 Notes bear an interest rate~~ of 8%the ~~per~~New ~~annum~~Related ~~(which~~Party ~~shall~~Debentures ~~increase~~and ~~to 10% per year upon~~ the ~~occurrence~~closing of ~~an “Event of Default” (as defined in~~ the ~~Second~~Qualified ~~November 2021 Notes)) and mature on November 1~~Financing, ~~2026.~~at ~~The~~an ~~Second November 2021~~exercise ~~Warrants~~price ~~are~~equal ~~exercisable at any time and expire on November 1, 2026. The Second November 2021 Warrants~~ to ~~purchase~~(i) upin ~~to 27,322,406 shares of common stock were valued at $495,560 using~~ the ~~relative~~event ~~fair~~that ~~value method and were recorded as~~ a ~~debt~~Qualified ~~discount~~Offering ~~which~~ is ~~being~~consummated ~~amortized over~~prior to the ~~life~~exercise of the ~~Second~~New ~~November~~Related ~~2021~~Party ~~Notes.~~Warrant ~~The Second November 2021 Notes~~ and ~~Second~~April 2023 ~~November~~Related ~~2021~~Party ~~Warrants are convertible and exercisable~~Warrant, ~~respectively, into shares of~~ the ~~Company’s common stock at a~~ price ~~equal to $0.00366~~ per share ~~(subject~~at ~~to adjustment). The Second November 2021 Notes and Second November 2021 Warrants include a down-round provision under~~ which the ~~conversion~~Qualified ~~price~~Offering ~~and exercise~~is ~~price~~made ~~are~~(“Qualified ~~reduced~~Offering ~~if the Company sells or issues any securities including options~~Price”), ~~convertible securities, with the exception~~or ~~of exempt issuance~~ (asii) ~~defined~~ in the ~~agreements),~~event ~~or amended outstanding securities, at a lower conversion or exercise price than~~ that of ~~the~~no ~~Second~~Qualified ~~November~~Offering ~~2021~~has ~~Notes~~been ~~and~~consummated, ~~Second November 2021 Warrants. The conversion and exercise price of~~ the ~~Second November 2021 Notes and Second November 2021 Warrants are reduced equal to the~~ lower ~~conversion and exercise price~~ of: ~~the~~(A) ~~new issuance or amended securities~~$0. ~~The~~003 ~~Company~~per ~~may~~share ~~prepay~~and ~~the~~(B) ~~Second November 2021 Notes at any time in~~ an amount equal to ~~110~~70% of the ~~outstanding~~average ~~principal balance and accrued interest. At the election~~ of the ~~Second~~VWAP ~~November 2021 Investor, the Second November 2021 Notes can be converted in whole~~ (or ~~in part~~50% atof ~~any time and from time to time. Further, upon maturity~~ the ~~Company~~average ~~may pay the outstanding balance~~ of the ~~Second~~VWAP ~~November~~if ~~2021 Notes~~an inevent ~~cash or convert it into shares~~ of ~~common~~default ~~stock.~~has ~~Upon~~occurred ~~the~~and ~~listing~~has bynot ~~the~~been ~~Company~~cured) orfor the ~~trading of the common stock on a Qualified~~Common ~~National~~Stock ~~Exchange~~over ~~(as defined in~~ the ~~Second~~ten ~~November~~Trading ~~2021~~Days ~~Notes),~~preceding the ~~conversion~~date ~~amount shall automatically be converted into fully-paid and non-assessable shares~~ of ~~common stock. The Company shall not effect~~ the ~~conversion~~delivery of ~~any of~~ the ~~Second~~applicable ~~November~~exercise ~~2021~~notice. ~~Notes~~If ~~held by~~there ~~the~~is ~~Second~~no ~~November~~effective ~~2021~~registration statement ~~Investor,~~covering ~~and~~ the ~~Second~~resale ~~November~~of ~~2021 Investor shall not have~~ the ~~right~~shares tounderlying ~~convert any of~~ the ~~Second~~New ~~November 2021~~Related ~~Notes~~Party ~~and~~Warrants ~~any such conversion shall be null~~ and ~~void~~April ~~and~~2023 ~~treated~~Related asParty ifWarrant ~~never~~within ~~made,~~180 days tofollowing the ~~extent~~closing ~~that after giving effect to such conversion, such restricted holder would beneficially own in excess~~ of ~~4.99% of~~ the ~~shares~~Qualified ofOffering: ~~common stock outstanding immediately after giving effect to such conversion~~ (~~which~~i) ~~provision~~exercise may be ~~increased~~via tocashless aexercise, ~~maximum~~and of(ii) ~~9.9~~5% byadditional ~~written~~Warrants ~~notice from the Second November 2021~~will ~~Investor to the Company, which notice shall~~ be ~~effective~~issued ~~61 calendar days after the date of such notice). On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent~~ by the Company to the ~~Second~~holders ~~November~~for ~~2021~~any ~~Investor.~~portion ~~Upon~~of ~~the~~each ~~approval of~~month ~~the~~without ~~Second~~such ~~November~~effective ~~2021~~registration ~~Investor~~statement, ~~the~~up ~~Company modified the terms of the Second November 2021 SPA which increased the warrants issuable from 20%~~ to ~~100% of the common stock issuable upon conversion of the notes purchased. As~~ a ~~result, the Second November 2021 Investor~~maximum ~~received additional cashless-exercisable warrants equal to 80%~~ of ~~the common stock issuable upon conversion of the Second November 2021 Notes~~25%. The ~~Company~~New ~~issued~~Related ~~additional~~Party ~~warrants~~Warrants toand ~~purchase~~April up2023 toRelated ~~109,289,616~~Party ~~shares~~Warrant ofcontain ~~common~~certain ~~stock~~price toprotection ~~the~~provisions ~~Second~~providing ~~November 2021 Investor~~for ~~which~~adjustment ~~increased the total relative fair value of all warrants~~ in ~~total by $22,429 recorded as debt discount which is being amortized over~~ the ~~life~~amount of ~~the~~securities ~~Second~~issuable ~~November~~upon ~~2021~~exercise ~~Notes (see Note 10). The modification~~ of the ~~Second~~New ~~November~~Related ~~2021~~Party ~~SPA~~Warrants ~~did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications~~ and ~~Exchanges;~~April ~~however~~2023 itRelated ~~represented~~Party ~~a substantial modification~~Warrant ~~whereby~~in ~~the~~case ~~Second November 2021 Investor received a substantial amount~~ of ~~additional~~certain ~~warrants~~future ~~for~~dilutive ~~the~~events ~~same~~or ~~principal amount of investment hence it was accounted for, in substance, as a debt modification ASC 470~~stock-50splits and ~~no gain or losses was recognized~~dividends. As of September 30, 2022, the Second November 2021 Notes had an outstanding principal balance of $500,000 and accrued interest of $34,520. The Second November 2021 Notes are included in the accompanying balance sheet at $69,417 as a long-term convertible note payable, net of discount in the amount of $430,583 as of September 30, 2022.

As discussed above, on November 29, 2022, in order to induce the related party investors to exchange their respective convertible notes and preferred stock into the New Related Party Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the stated value and accrued dividends of exchanged preferred stock was increased by 15% (the August 11, 2022 and September 2, 2022 Demand Promissory Notes were issued with 10% OID), or an aggregate amount of $1,046,167. This inducement fee was included in loss from debt extinguishment on the accompanying statement of operations during the year ended September 30, 2023. Additionally, the remaining debt discount on exchanged related party notes of $1,768,379 was written off and included in loss from debt extinguishment on the accompanying statement of operations for the year-ended September 30, 2023.

IMAC Convertible Secured Note

On August 16, 2023, the Company entered into a Convertible Secured Promissory Note with IMAC Holdings, Inc. for a total principal amount of $2,560,500. The note bears interest at 6% per annum and matures on August 16, 2024. Accrued interest is payable at the option of the holder on a quarterly basis. Upon maturity, in lieu of payment or as partial payment, the Company may, upon notice to the Holder, elect to convert some or all of the outstanding principal amount plus accrued and unpaid interest under this Note into a number of shares of the Company’s common stock at a price per share of $0.00313.

Upon the closing of the stock-for-stock reverse merger transaction contemplated in that certain Agreement and Plan of Merger, dated May 23, 2023, by and between the Company and the Holder, pursuant to which the Company will merge with a newly-formed wholly-owned subsidiary of the Holder and in which the Company will survive as a wholly-owned subsidiary of the Holder, the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of Common Stock at a price per share of $.00313.

From and after the Issue Date, the Conversion Amount, in whole or in part at any time and from time to time may be converted into shares of Company Stock at the election of the Holder, in its sole discretion. The number of shares of Company Stock to be issued upon the optional conversion of the Holder will be the conversion amount at a price per share of $.00313.

If the Company (a) fails to pay when due any principal or interest payment on the due date hereunder, and such payment shall not have been made within thirty days of the Company’s receipt of the Holder’s written notice to the Company of such failure to pay; (b) materially breaches any other covenant contained in this Note or the Security Agreement and such failure continues for forty-five days after the Company receives written notice of such material breach from the Holder; (c) voluntarily files for bankruptcy protection or makes a general assignment for the benefit of creditors; or (d) is the subject of an involuntary bankruptcy petition and such petition is not dismissed within ninety (90) days, then in any such case then the Holder may declare the Note in default and immediately due and payable in full. From that date forward, this Note shall bear interest at a rate of the lower of ten percent (10%) per annum or the highest rate allowed by applicable law, until paid in full or converted.

This Note is secured by all of the assets of the Company pursuant to that certain Amended and Restated Security Agreement (as amended, restated or otherwise modified from time to time, the “Security Agreement”) dated as of the Issue Date, between the Company and the Holder and each of the other parties thereto from time to time as specified in such Security Agreement. This Note shall rank pari passu as to the payment of principal and interest to those certain 10.0% Original Issue Discount Senior Secured Convertible Debentures of the Company issued pursuant to that certain Securities Purchase Agreement, dated as of November 29, 2022, as amended, and that certain Securities Exchange Agreement, dated as of November 29, 2022. This Note shall rank senior to any unsecured debt of the Company.

On August 28, 2023, the Company repaid $250,000 of the note.

As of September 30, 2023, the note has an outstanding principal balance of $2,310,500, which is included in convertible notes – related parties in the accompanying balance sheets, and has accrued interest payable of $17,708.

F-19

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

OnConvertible November 1, 2021, the Company entered into a Securities Purchase Agreement (“Third November 2021 SPA”) with an investor (“Third November 2021 Investor”) to purchase two convertible notes (collectively as “Third November 2021 Notes”) and two accompanying warrants (collectively as “Third November 2021 Warrants”), for an aggregate investment amount of $500,000. The first note issued on November 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The Company received $500,000 in aggregate proceeds from the Third November 2021 Notes. The Third November 2021 Notes bear an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Third November 2021 Notes)) and mature on November 1, 2026. The Third November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The Third November 2021 Warrants to purchase up to 27,322,406 shares of common stock were valued at $495,560 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the Third November 2021 Notes. The Third November 2021 Notes and Third November 2021 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The Third November 2021 Notes and Third November 2021 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Third November 2021 Notes and Third November 2021 Warrants. The conversion and exercise price of the Third November 2021 Notes and Third November 2021 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. The Company may prepay the Third November 2021 Notes at any time in an amount equal to 110% of the outstanding principal balance and accrued interest. At the election of the Third November 2021 Investor, the Third November 2021 Notes can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the Third November 2021 Notes in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the Third November 2021 Notes), the Conversion Amount shall automatically be converted into fully paid and non-assessable shares of common stock. The Company shall not effect the conversion of any of the Third November 2021 Notes held by the Third November 2021 Investor, and the Third November 2021 Investor shall not have the right to convert any of the Third November 2021 Notes and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such restricted holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by written notice from the Third November 2021 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice). On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Third November 2021 Investor. Upon the approval of the Third November 2021 Investor, the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. The Company issued additional warrants to purchase up to 109,289,616 shares of common stock to the Third November 2021 Investor which increased the total relative fair value of all warrants in total by $22,429 recorded as debt discount which is being amortized over the life of the Third November 2021 Notes (see Note 10). The modification of the Third November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial modification whereby the Third November 2021 Investor received a substantial amount of additional warrants for the same principal amount of investment, hence it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses was recognized. As of September 30, 2022, the Third November 2021 Notes had an outstanding principal balance of $500,000 and accrued interest of $34,411. The Third November 2021 Notes are included in the accompanying balance sheet at $69,417 as a long-term convertible note payable, net of discount in the amount of $430,583 as of September 30, 2022.

On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Second November 2021 SPA”) with an investor (“Second November 2021 Investor”) to purchase two convertible notes (collectively as “Second November 2021 Notes”) and two accompanying warrants (collectively as “Second November 2021 Warrants”), for an aggregate investment amount of $500,000. The first note, issued on November 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The Company received $500,000 in aggregate proceeds from the Second November 2021 Notes. The Second November 2021 Notes bore an interest rate of 8% per annum and was to mature on November 1, 2026. The Second November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The Second November 2021 Warrants to purchase up to 27,322,406 shares of common stock were valued at $495,560 using the relative fair value method and were recorded as a debt discount which was being amortized over the life of the Second November 2021 Notes. The Second November 2021 Notes and Second November 2021 Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The Second November 2021 Notes and Second November 2021 Warrants included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second November 2021 Notes and Second November 2021 Warrants. The conversion and exercise price of the Second November 2021 Notes and Second November 2021 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. At the election of the Second November 2021 Investor, the Second November 2021 Notes were convertible in whole or in part at any time and from time to time. On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Second November 2021 Investor. Upon the approval of the Second November 2021 Investor, the Company modified the terms of the Second November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Second November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes. The Company issued additional warrants to purchase up to 109,289,616 shares of common stock to the Second November 2021 Investor which increased the total relative fair value of all warrants in total by $22,429. This was recorded as debt discount which is being amortized over the life of the Second November 2021 Notes (see Note 9). The modification of the Second November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial modification whereby the Second November 2021 Investor received a substantial amount of additional warrants for the same principal amount of investment; hence it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses were recognized. As of September 30, 2022, the Second November 2021 Notes had an outstanding principal balance of $500,000 and accrued interest of $34,520. The Second November 2021 Notes are included in the accompanying balance sheet at $69,417 as a long-term convertible note payable, net of discount in the amount of $430,583 as of September 30, 2022. On November 29, 2022, the Second November 2021 Notes were exchanged for a new convertible debenture (see below).

On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Third November 2021 SPA”) with an investor (“Third November 2021 Investor”) to purchase two convertible notes (collectively as “Third November 2021 Notes”) and two accompanying warrants (collectively as “Third November 2021 Warrants”), for an aggregate investment amount of $500,000. The first note issued on November 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $250,000 and accompanying warrants to purchase up to 13,661,203 shares of common stock. The Company received $500,000 in aggregate proceeds from the Third November 2021 Notes. The Third November 2021 Notes bore an interest rate of 8% per annum and were to mature on November 1, 2026. The Third November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The Third November 2021 Warrants to purchase up to 27,322,406 shares of common stock were valued at $495,560 using the relative fair value method and were recorded as a debt discount which was being amortized over the life of the Third November 2021 Notes. The Third November 2021 Notes and Third November 2021 Warrants were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The Third November 2021 Notes and Third November 2021 Warrants included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Third November 2021 Notes and Third November 2021 Warrants. The conversion and exercise price of the Third November 2021 Notes and Third November 2021 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. At the election of the Third November 2021 Investor, the Third November 2021 Notes were convertible in whole or in part at any time and from time to time. On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Third November 2021 Investor. Upon the approval of the Third November 2021 Investor, the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. The Company issued additional warrants to purchase up to 109,289,616 shares of common stock to the Third November 2021 Investor which increased the total relative fair value of all warrants in total by $22,429. This was recorded as debt discount which is being amortized over the life of the Third November 2021 Notes (see Note 9). The modification of the Third November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial modification whereby the Third November 2021 Investor received a substantial amount of additional warrants for the same principal amount of investment; hence it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses were recognized. As of September 30, 2022, the Third November 2021 Notes had an outstanding principal balance of $500,000 and accrued interest of $34,411 and are included in the accompanying balance sheet at $69,417 as a long-term convertible note payable, net of discount in the amount of $430,583 as of September 30, 2022. On November 29, 2022, the Third November 2021 Notes were exchanged for a new convertible debenture (see below).

F-20

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

On January 27, 2022, the Company entered into a Securities Purchase Agreement (“First January 2022 SPA”) with an investor (“First January 2022 Investor”) to purchase a convertible note with a principal balance of $500,000 (“First January 2022 Note”) with the Company receiving $500,000 in proceeds and accompanying warrants to purchase up to 136,612,022 shares of common stock (“First January 2022 Warrants”). The First January 2022 Note ~~bears~~bore an interest rate of 8% per annum ~~(which~~and ~~shall~~was ~~increase~~ to ~~10% per year upon the occurrence of an “Event of Default” (as defined in the First January 2022 Note)) and~~ mature on November 1, 2026. The First January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The First January 2022 Warrants to purchase up to 136,612,022 shares of common stock were valued at $498,428 using the relative fair value method and were recorded as a debt discount which iswas being amortized over the life of the First January 2022 Note. The First January 2022 Note and First January 2022 Warrants ~~are~~were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The First January 2022 Note and First January 2022 Warrants ~~include~~included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the First January 2022 Note and First January 2022 Warrants include. The conversion and exercise price of the First January 2022 Note and First January 2022 Warrants ~~include~~ are reduced equal to the lower conversion and exercise price of the new issuance or ~~amended~~ amended securities. ~~The Company may prepay the First January 2022 Note at any time in an amount equal to 110% of the outstanding principal balance and accrued interest.~~ At the election of the First January 2022 Investor, the First January 2022 Note ~~can~~was beconvertible ~~converted~~ in whole or in part at any time and from time to time). Further, upon maturity the Company may pay the outstanding balance of the First January 2022 Note in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the First January 2022 Note), the conversion amount shall automatically be converted into fully-paid and non-assessable shares of common stock. The Company shall not effect any conversion of the First January 2022 Note and the First January 2022 Investor shall not have the right to convert any amount of the First January 2022 Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such restricted holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by such First January 2022 Investor by written notice from the First January 2022 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice. As of September 30, 2022, the First January 2022 Note had an outstanding principal balance of $500,000 and accrued interest of $26,959. ~~The~~and ~~First January 2022 Note~~ is included in the accompanying balance sheet at $72,081 as a long-term convertible note payable, net of discount in the amount of $427,919 as of September 30, 2022. On November 29, 2022, the First January 2022 Note was exchanged for a new convertible debenture (see below).

On January 31, 2022, the Company entered into a Securities Purchase Agreement (“Second January 2022 SPA”) with an investor (“Second January 2022 Investor”) to purchase a convertible note with principal balance of $500,000 (“Second January 2022 Note”) with the Company receiving $500,000 in proceeds and accompanying warrants to purchase up to 136,612,022 shares of common stock (“Second January 2022 Warrants”). The Second January 2022 Note bore an interest rate of 8% per annum and was to mature on November 1, 2026. The Second January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The Second January 2022 Warrants to purchase up to 136,612,022 shares of common stock were valued at $498,428 using the relative fair value method and recorded as a debt discount which was being amortized over the life of the Second January 2022 Note. The Second January 2022 Note and Second January 2022 Warrants were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00366 per share (subject to adjustment). The Second January 2022 Note and Second January 2022 Warrants included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second January 2022 Note and Second January 2022 Warrants. The conversion and exercise price of the Second January 2022 Note and Second January 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. At the election of the Second January 2022 Investor, the Second January 2022 Note was convertible in whole or in part at any time and from time to time. As of September 30, 2022, the Second January 2022 Note had an outstanding principal balance of $500,000 and accrued interest of $26,520 and is included in the accompanying balance sheet at $71,221 as a long-term convertible note payable, net of discount in the amount of $428,779. On November 29, 2022, the Second January 2022 Note was exchanged for a new convertible debenture (see below).

F-21

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

OnDuring ~~January~~April ~~31,~~ 2022, the Company entered into a Securities Purchase Agreement (“Second ~~January~~April 2022 SPA”) with anvarious ~~investor~~investors (“~~Second January 2022 Investor~~Investors”) , to purchase a convertible ~~note~~notes ~~with~~for ~~principal~~an ~~balance~~aggregate investment amount of $~~500~~425,000 (collectively as “Second ~~January~~April 2022 ~~Note~~Notes”) with the Company receiving $~~500~~425,000 inof proceeds and accompanying warrants to purchase up to ~~136~~an aggregate of 17,~~612~~857,~~022~~144 shares of common stock (collectively as “Second ~~January~~ April 2022 Warrants”). The Second ~~January~~April 2022 ~~Note~~Warrants ~~bears~~were anvalued ~~interest~~at ~~rate~~$335,593 ofusing 8%the ~~per~~relative fair ~~annum~~value ~~(which~~method ~~shall~~and ~~increase~~were torecorded ~~10%~~as ~~per~~debt ~~year upon~~discount ~~the~~which ~~occurrence~~was ofbeing anamortized ~~“Event~~over ofthe ~~Default”~~life ~~(as~~of ~~defined in~~ the Second ~~January~~April 2022 ~~Note))~~Notes. ~~and~~The ~~mature~~Second April on2022 ~~November~~Notes 1,bore ~~2026. The~~an ~~Second~~interest ~~January~~rate ~~2022~~of ~~Warrants~~8% ~~are~~per ~~exercisable~~annum atand ~~any~~were ~~time~~to ~~and~~mature ~~expire~~ on ~~November~~April 1, ~~2026~~2027. The Second ~~January~~April 2022 Warrants toare ~~purchase~~exercisable ~~up to 136,612,022 shares of common stock were valued~~ at ~~$498,428~~any ~~using~~time ~~the relative fair value method~~ and ~~recorded~~expire ason aApril ~~debt~~1, ~~discount which is being amortized over the life of the Second January 2022 Note~~2027. The Second ~~January~~April 2022 ~~Note~~Notes and Second ~~January~~April 2022 Warrants ~~are~~ were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.~~00366~~00476 per share (subject to adjustment). The Second April ~~January~~ 2022 ~~Note~~Notes and Second ~~January~~April 2022 Warrants ~~include~~included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second ~~January~~ April 2022 ~~Note~~Notes and Second ~~January~~April 2022 Warrants. The conversion and exercise price of the Second ~~January~~ April 2022 ~~Note~~Notes and Second ~~January~~April 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. ~~The~~For ~~Company~~so ~~may~~long ~~prepay~~as the Second ~~January~~ April 2022 ~~Note~~Warrants atremains ~~any time in an amount equal to 110% of the~~ outstanding ~~principal balance~~ and ~~accrued~~until ~~interest. At~~ the election of the Second January 2022 Investor, the Second January 2022 Note can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the Second January 2022 Note in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the ~~Second~~agreement); ~~January 2022 Note~~(i), if the ~~conversion~~Company ~~amount~~issues ~~shall~~warrants ~~automatically~~to beinvestors ~~converted~~in ~~into~~a ~~fully-paid and~~Subsequent ~~non-assessable~~Offering, ~~shares~~and ofsuch ~~common~~warrants ~~stock.~~equal ~~The~~more than ~~Company~~20% ~~shall~~warrant ~~not~~coverage, ~~effect~~then ~~the~~a ~~conversion~~number of ~~any~~additional ofshares ~~the~~will ~~Second~~be ~~January~~added ~~2022~~to ~~Note held by~~ the Second ~~January~~April 2022 ~~Investor,~~Warrants ~~and~~such that the Second ~~January~~ April 2022 ~~Investor~~Warrants shall ~~not~~equal ~~have~~ the ~~right~~same topercentage ~~convert any~~ of the ~~Second~~warrant ~~January 2022~~coverage ~~Note~~offered ~~and~~to ~~any~~the ~~such~~investors ~~conversion~~in ~~shall~~the beSubsequent ~~null~~Offering and; ~~void~~(ii) ~~and treated as~~ if ~~never made, to~~ the ~~extent~~Company ~~that~~issues ~~after~~warrants ~~giving~~in ~~effect~~a toSubsequent ~~such conversion,~~Offering ~~such~~which ~~restricted~~may ~~holder~~be ~~would~~exercised ~~beneficially~~by ~~own~~means inof ~~excess~~a ofcashless ~~4.99%~~exercise, ofthen the ~~shares~~Second ofApril ~~common stock outstanding immediately after~~2022 ~~giving~~Warrants ~~effect~~shall tobe ~~such~~exercisable ~~conversion~~by ~~(which~~the ~~provision~~same ~~may~~cashless beexercise ~~increased~~feature ~~to a maximum~~ of ~~9.9%~~the bywarrants ~~such~~issued ~~Second~~in ~~January~~the ~~2022~~Subsequent ~~Investor~~Offering. byAt ~~written~~the election ~~notice~~of ~~from~~the Investors, the Second ~~January~~April 2022 ~~Investor~~Notes towere ~~the~~convertible ~~Company,~~in ~~which~~whole ~~notice~~or ~~shall~~in bepart ~~effective~~at 61any ~~calendar~~time ~~days~~and ~~after~~from ~~the~~time ~~date~~to ~~of such notice~~time. As of September 30, 2022, the Second ~~January~~April 2022 ~~Note~~Notes had an aggregate outstanding principal balance of $~~500~~425,000 and accrued interest of $2615,~~520.~~710 ~~The~~and are ~~Second January 2022 Note is~~ included in the accompanying balance sheet at $71120,~~221~~808 as a long-term convertible note payable, net of discount in the amount of $~~428~~304,~~779~~192 as of September 30, 2022. On November 29, 2022, the Second April 2022 Notes were exchanged for a new convertible debenture (see below).

~~During~~On ~~April~~July 1, 2022, the Company entered into a Securities Purchase Agreement ~~(“Second April 2022 SPA”)~~ with ~~various~~an ~~investors~~investor (“~~Investors~~July 2022 Investor”), to purchase a convertible ~~notes~~note for ana ~~aggregate~~principal ~~investment~~ amount of $~~425~~50,000 (~~collectively as~~ “~~Second~~July ~~April~~ 2022 ~~Notes~~Note”) with the Company receiving $~~425~~50,000 of proceeds and accompanying warrants to purchase ~~up to an aggregate of 17~~2,~~857~~100,~~144~~840 shares of common stock (~~collectively as~~ “~~Second~~July ~~April~~ 2022 Warrants”). The ~~Second~~July ~~April~~ 2022 ~~Warrants~~Note ~~were~~bore ~~valued~~an atinterest rate ~~$335,593~~of ~~using~~8% ~~the~~per ~~relative fair~~annum ~~value method~~ and ~~were~~was ~~recorded~~to asmature ~~debt~~on ~~discount which is being amortized over the life of the Second~~ April ~~2022~~1, ~~Notes~~2027. The ~~Second April~~July 2022 ~~Notes~~Warrants ~~bear~~are anexercisable ~~interest~~at ~~rate~~any oftime 8%and ~~per~~expire ~~annum~~on ~~(which~~April ~~shall~~1, ~~increase~~2027. The toJuly ~~10%~~2022 ~~per~~Warrants ~~year~~were ~~upon~~valued ~~the~~at ~~occurrence~~$7,037 ofusing ~~an “Event of Default” (as defined in~~ the ~~Second~~relative ~~April~~fair ~~2022~~value ~~Notes))~~method and ~~matures~~were onrecorded ~~April~~as 1,debt ~~2027.~~discount ~~The~~to ~~Second~~be ~~April 2022 Warrants are exercisable~~amortized atover ~~any~~the ~~time~~life ~~and~~of ~~expire~~the onJuly ~~April~~2022 ~~1, 2027~~Note. The ~~Second~~July ~~April~~ 2022 ~~Notes~~Note and ~~Second~~July ~~April~~ 2022 Warrants ~~are~~were convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $0.00476 per share (subject to adjustment). The ~~Second April~~July 2022 ~~Notes~~Note and ~~Second~~July ~~April~~ 2022 Warrants ~~include~~included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the ~~Second~~July ~~April~~ 2022 ~~Notes~~Note and ~~Second~~July ~~April~~ 2022 Warrants. The conversion and exercise price of the ~~Second~~July ~~April~~ 2022 ~~Notes~~Note and ~~Second~~July ~~April~~ 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. For so long as the ~~Second~~July ~~April~~ 2022 Warrants remains outstanding and until the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to investors in ~~an offering of common stock or of any equity linked security (each~~ a “Subsequent Offering”), and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the ~~Second~~July ~~April~~ 2022 Warrants such that the ~~Second~~July ~~April~~ 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless ~~exercises~~ exercise, then the ~~Second~~July ~~April~~ 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. The Company may prepay the Second April 2022 Notes at any time at an amount equal to 110% of the outstanding principal balance and accrued interest. At the election of the Investors, the Second April 2022 Notes can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the Second April 2022 Notes in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange, the conversion amount (as defined in the Second April 2022 Notes) shall automatically be converted into fully-paid and non-assessable shares of common stock. As of September 30, 2022, the ~~Second~~July ~~April~~ 2022 ~~Notes~~Note had an ~~aggregate~~ outstanding principal balance of $~~425~~50,000 and accrued interest of $~~15,710.~~953 ~~The~~and is ~~Second April 2022 Notes are~~ included in the accompanying balance sheet at $~~120~~43,~~808~~337 as a long-term convertible note payable, net of discount in the amount of $~~304~~6,~~192~~663. On asNovember of29, ~~September 30~~2022, the July 2022 Note was exchanged for a new convertible debenture (see below).

On October 22, 2022, the Company issued a new convertible note for $200,000 to an existing investor for the settlement of claims (the “Settlement Note”). In connection with the issuance of the Settlement Note, the Company recorded a settlement expense of $200,000. On November 29, 2022, the Settlement Note was exchanged for a new convertible debenture (see below).

F-22

THERALINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2022~~2023 AND ~~2021~~2022

On ~~July~~November 129, 2022, ~~the~~in ~~Company~~connection ~~entered~~with ~~into~~the a Securities ~~Purchase~~Exchange ~~Agreement~~Agreements ~~with~~and anNew ~~investor~~Convertible ~~(“July~~Debentures ~~2022~~discussed ~~Investor”)~~below, ~~to purchase a convertible note for a principal amount of $50,000 (“July 2022 Note”) with~~ the ~~Company~~Second ~~receiving $50,000 of proceeds and~~November ~~accompanying~~2021 ~~warrants to purchase 2~~Warrants,~~100,840~~ ~~shares~~Third ofNovember ~~common~~2021 ~~stock (“July 2022~~ Warrants~~”).~~, ~~The~~January ~~July~~ 2022 ~~Note bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the July 2022 Note)) and matures on April 1~~Warrants, ~~2027.~~Second ~~The~~January ~~July~~ 2022 Warrants, ~~are~~Second ~~exercisable at any time and expire on~~ April ~~1, 2027. The July~~ 2022 Warrants ~~were valued at $7~~,~~037~~ ~~using the relative fair value method~~ and ~~shall be recorded as debt discount to be amortized over~~ the ~~life of the~~ July 2022 ~~Note. The July 2022 Note and July 2022~~ Warrants, ~~are~~aggregating ~~convertible and exercisable~~566,406,072 ~~respectively~~warrants, ~~into~~were ~~shares of~~amended ~~the~~to ~~Company’s~~reduce ~~common~~the ~~stock~~exercise ~~at a~~ price ~~equal~~ to $0.~~00476~~003 per share ~~(subject to adjustment)~~. ~~The July 2022 Note and July 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options~~Additionally, ~~convertible securities~~16, ~~with the exception of exempt issuance (as defined in the agreements)~~393, ~~or amended~~443 ~~outstanding~~warrants ~~securities,~~issued atto a ~~lower~~placement ~~conversion~~agent orin ~~exercise~~January ~~price than that of the July~~ 2022 ~~Note~~were ~~and~~amended ~~July~~to ~~2022~~reduce ~~Warrants.~~the ~~The conversion and~~ exercise price ~~of the July 2022 Note and July 2022 Warrants are reduced equal~~ to ~~the~~$0.003 ~~lower~~per ~~conversion and exercise price of the new issuance or amended securities~~share. ~~For~~In soconjunction ~~long as the July 2022 Warrants remains outstanding and until the listing by the Company or the~~with ~~trading of~~ the ~~common~~price ~~stock~~reduction, ~~on a Qualified National Exchange (as defined in~~ the ~~agreement);~~price ~~(i)~~protection iffeature ~~the~~for ~~Company~~all ~~issues~~these warrants towas ~~investors in~~eliminated. anAll ~~offering~~other ofterms ~~common stock or~~ of ~~any~~the ~~equity linked security (each a “Subsequent Offering”), and such~~ warrants ~~equal~~remained ~~more~~the ~~than~~same. ~~20%~~As ~~warrant coverage, then~~ a ~~number~~result of ~~additional shares will be added to~~ the ~~July~~November ~~2022~~29, ~~Warrants such that the July~~ 2022, ~~Warrants shall~~amendment ~~equal the same percentage of the warrant coverage offered~~ to the ~~investors~~exercise inprice, the ~~Subsequent Offering and; (ii) if the~~ Company ~~issues~~ ~~warrants~~calculated ~~in a Subsequent Offering which may be exercised by means of a cashless exercises, then~~ the ~~July~~difference ~~2022~~between ~~Warrants shall be exercisable by~~ the ~~same cashless exercise feature of the~~ warrants fair ~~issued~~values inon ~~the~~November ~~Subsequent~~29, ~~Offering. The Company may prepay the July~~ 2022, ~~Note at any time at an amount equal to 110% of~~ the ~~outstanding~~date ~~principal balance and accrued interest. At the election~~ of the ~~July 2022 Investor~~amendment, using the ~~July~~then ~~2022~~current ~~Note~~exercise ~~can~~price beranging ~~converted in whole or in part at any time and~~ from ~~time~~$0.00366 to ~~time~~$0. ~~Further, upon maturity the~~00476 Company may pay the outstanding balance of the July 2022 Note in cash or convert it into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the July 2022 Note), the conversion amount shall automatically be converted into fully-paid and ~~non-assessable shares of common stock. As of September 30, 2022,~~ the ~~July~~new ~~2022~~exercise ~~Note had~~price ~~an outstanding principal balance~~ of $~~50,000~~0.003 and ~~accrued~~determined ~~interest~~that ~~of $953. The July 2022 Note is included in~~ the ~~accompanying~~difference ~~balance sheet~~was ~~at $43,337 as a long-term convertible note payable, net of discount in the amount of $6,663 as of September 30, 2022~~insignificant.

~~Notes~~Securities ~~Payable~~Exchange -Agreements ~~Related~~and ~~Party~~New Convertible Debentures and Warrants dated November 29, 2022

On ~~April~~November 2629, ~~2021~~2022, the Company ~~entered~~consummated ~~into~~the aInitial ~~Promissory~~Closing ~~Note~~of ~~Agreement~~the ~~with~~Offering ~~Jeffrey~~pursuant ~~Busch~~to ~~who~~the ~~serves~~terms asand aconditions ~~member~~ of the ~~Board~~Purchase ~~of Directors~~Agreement, by and aamong ~~related~~the ~~party~~Company, ~~for~~certain aaccredited ~~principal~~investors ~~amount~~(the of“Purchasers”) ~~$100,000.~~and ~~The~~Cavalry ~~Company~~Fund ~~received~~I ~~proceeds~~Management ofLLC, ~~$100~~a Delaware limited liability company,~~000.~~ ~~The~~in ~~note~~its ~~bears~~capacity anas ~~annual~~collateral ~~interest rate~~agent of(the ~~1%,~~“Collateral ~~matures~~Agent”). onAt ~~April~~the 1Initial Closing, ~~2022~~the ~~and~~Company ~~can~~sold to bethe ~~prepaid~~Purchasers in(i) ~~whole~~10% orOriginal inIssue ~~part~~Discount ~~without~~Senior ~~penalty.~~Secured ~~Pursuant~~Convertible toDebentures (the ~~note,~~“New ~~the~~Debentures”) ~~Company~~in ~~has~~an aaggregate ~~90-day~~principal ~~grace~~amount ~~period~~of ~~following~~$2,805,000 and (ii) warrants (the ~~maturity~~“Warrants” ~~date~~and ~~after~~together ~~which~~with the ~~lender~~New ~~shall~~Debentures, ~~charge~~the a“Underlying Securities”) ~~late~~to ~~payment~~purchase ~~fee~~up ~~equal~~ to 1%801,428,569 shares of common stock of the ~~outstanding principal~~Company ~~balance~~(the ~~and~~“Common ~~cost~~Stock”), ofsubject ~~collection~~to adjustments provided by the Warrants, ~~including~~which ~~legal~~represents ~~fees~~100% warrant coverage. AsThe ofCompany ~~September~~received ~~30,~~a ~~2021,~~total ~~the~~of ~~note~~$2,095,288 ~~had~~in annet ~~outstanding~~proceeds ~~principal~~at ~~balance~~the Initial Offering, net of ~~$100,000~~the ~~and~~Original ~~accrued~~Issue ~~interest~~Discount of $~~428~~255,000, ~~(see~~commissions ~~Note~~of 9$296,800 and ~~see~~other ~~amendment~~offering ~~below)~~costs of $157,912.

OnThe ~~October~~Purchase ~~21, 2021, the Company entered into a Promissory Note~~ Agreement ~~with~~contains ~~Jeffrey~~customary ~~Busch~~representations, ~~who~~warranties, ~~serves~~and ascovenants ~~a member~~ of the ~~Board of Directors and a related party~~Company, ~~for a principal amount of $150~~including,~~000.~~ ~~The~~among ~~Company~~other ~~received~~things ~~proceeds~~and ~~of $150,000. The note bore an annual interest~~subject ~~rate~~to ofcertain 1%exceptions, ~~matured~~covenants onthat ~~December~~restrict 1,the ~~2021~~ability ~~and~~of ~~could have been prepaid in whole or in part without penalty. Pursuant to~~ the ~~note, the~~ Company ~~has~~ awithout ~~90-day grace period following~~ the ~~maturity~~prior ~~date~~written ~~after~~consent ~~which~~of the ~~lender~~Debenture ~~was permitted~~ holders, to ~~charge~~incur aadditional ~~late~~indebtedness, ~~payment~~and ~~fee~~repay ~~equal to 1% of the~~ outstanding ~~principal balance and cost of collection~~indebtedness, ~~including~~create ~~legal~~or ~~fees.~~permit ~~During~~liens ~~the~~on ~~year~~assets, ~~ended~~redeem ~~September~~its ~~30,~~Common ~~2022~~Stock, ~~the Company~~settle ~~fully paid the~~ outstanding ~~balance on the note. As of September 30~~litigation, ~~2022,~~or ~~the~~enter ~~note~~into ~~had~~transactions nowith ~~outstanding balance (see Note 9)~~affiliates.

On ~~May~~November 529, 2022, the Company ~~and~~entered ~~Jeffrey~~into ~~Busch~~Securities ~~(collectively~~Exchange asAgreements ~~“Parties”)~~with ~~amended~~ the ~~April~~above 26investors, ~~2021~~whereby ~~note~~the ~~(discussed~~Second ~~above) with~~November ~~principal amount of $100~~2021 Notes,~~000~~ ~~(discussed~~the ~~above)~~Third

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