UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from [ ] to [ ]
Commission file number:
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None.
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.
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).
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 | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
As of August 14, 2025, there were
TABLE OF CONTENTS
| PAGE NO. | ||
| PART I | FINANCIAL INFORMATION | 1 |
| Item 1 | Financial Statements (Unaudited) | 1 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 42 |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 49 |
| Item 4 | Controls and Procedures | 49 |
| Part II | OTHER INFORMATION | 50 |
| Item 1 | Legal Proceedings | 50 |
| Item 1A | Risk Factors | 50 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 50 |
| Item 3 | Defaults upon Senior Securities | 51 |
| Item 4 | Mine Safety Disclosure | 51 |
| Item 5 | Other Information | 51 |
| Item 6 | Exhibits | 51 |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current Assets | ||||||||
| Cash | $ |
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$ |
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| Inventory, net |
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| Prepaid expenses and other current assets |
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| Contingent sale consideration receivable, current portion |
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| Total Current Assets |
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Property and equipment, net of accumulated depreciation of $
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| Right of use lease assets |
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| Deposits, long term portion |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ |
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$ |
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| Contract liabilities |
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| Lease liability, current portion |
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| Derivative financial instruments |
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Notes payable and other amounts due to related party, net of unamortized original issue discount of $
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Notes payable, current portion, net of unamortized original issue discount of $
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| Indemnification liability |
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| Total Current Liabilities |
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| Long-Term Liabilities | ||||||||
| Lease liability, long term portion |
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| Government and other notes payable, long term portion |
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| Total Liabilities |
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| Commitments and contingencies (Note 14) | ||||||||
| Shareholders’ Deficit | ||||||||
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Common stock, par value $
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Series B convertible preferred stock, par value $
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Common stock issuable, $
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| Additional paid-in capital |
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| Accumulated deficit |
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| Total Shareholders’ Deficit |
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| Total Liabilities and Shareholders’ Deficit | $ |
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$ |
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See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
1
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ |
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$ |
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$ |
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$ |
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| Subscription revenue |
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| Product revenue |
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| Total revenue |
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| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits |
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| Other practice operating expenses |
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| Cost of product revenue |
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| Selling, general and administrative expenses |
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| Depreciation and amortization |
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| Total Operating Expenses and Costs |
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| Loss from operations |
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| Other Income (Expenses) | ||||||||||||||||
| Gain (loss) on extinguishment of debt |
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| Gain (loss) on change in fair value of debt |
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| Gain on change in fair value of derivative financial instruments |
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| Amortization of original issue discounts on notes payable |
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| Interest expense and other |
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| Total other income (expenses) |
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| Loss before provision for income taxes |
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| Provision for income taxes | ||||||||||||||||
| Net loss | $ |
(
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(
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(
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| Net loss per share, basic and diluted: | ||||||||||||||||
| Basic | $ |
(
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(
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| Fully diluted |
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| Weighted average number of common shares: | ||||||||||||||||
| Basic |
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| Fully diluted |
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See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
2
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
THREE AND SIX MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| Number of Shares | Common | Additional | Total | |||||||||||||||||||||||||||||
| Common | Preferred | Common | Preferred | Stock | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Issuable | Capital | Deficit | Equity | |||||||||||||||||||||||||
| (#) | (#) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance at December 31, 2024 |
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| Sales of common stock | --- | --- |
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| Fair value of warrants allocated to proceeds of common stock | --- | --- |
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| Stock fees related to sales of common stock | --- | --- |
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| Fair value of warrants to extend related party debt | --- | --- |
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| Shares and options issued to employees | --- | --- |
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| Net loss | --- | --- |
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| Balance at March 31, 2025 |
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| Stock fees related to sales of common stock | --- | --- |
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| Fair value of warrants to extend related party debt | --- | --- |
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| Fair value of beneficial conversion feature allocated to proceeds of related party debt | --- | --- |
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| Shares and options issued to employees | --- | --- |
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| Net loss | --- | --- |
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| Balance at June 30, 2025 |
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See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
3
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
THREE AND SIX MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| Number of Shares | Common | Additional | Total | |||||||||||||||||||||||||||||
| Common | Preferred | Common | Preferred | Stock | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Issuable | Capital | Deficit | Equity | |||||||||||||||||||||||||
| (#) | (#) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance at December 31, 2023 |
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| Sales of common stock |
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--- |
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| Fair value of warrants allocated to proceeds of common stock | --- | --- |
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| Fair value of warrants allocated to proceeds of related party debt | --- | --- |
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| Fair value of beneficial conversion feature allocated to proceeds of related party debt | --- | --- |
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Consultant and director fees payable
with common shares and warrants |
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| Shares and options issued to employees | --- | --- |
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| Net loss | --- | --- |
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| Balance at March 31, 2024 |
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| Sales of common stock |
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--- |
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| Fair value of warrants allocated to proceeds of common stock | --- | --- |
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| Fair value of warrants allocated to proceeds of related party debt | --- | --- |
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| Fair value of beneficial conversion feature allocated to proceeds of related party debt | --- | --- |
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Consultant and director fees payable
with common shares and warrants |
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| Shares and options issued to employees |
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| Net loss | --- | --- |
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| Balance at June 30, 2024 |
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See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
4
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization |
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| Stock based compensation, including amortization of deferred equity compensation |
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| Gain on change in fair value of derivative financial instruments |
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| Amortization of debt discount |
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| (Gain) loss on extinguishment of debt |
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| Change in fair value of debt |
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| Gain from realization of contingent sale consideration receivable |
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| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Inventory |
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| Contract assets |
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| Prepaid expenses and other current assets |
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| Right of use lease assets |
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| Accounts payable and accrued expenses |
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| Lease liability |
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| Contract liabilities |
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| Net cash used in operating activities |
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| Cash Flows from Investing Activities | ||||||||
| Acquisition of property and equipment |
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| Net cash used in investing activities |
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| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock |
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| Proceeds from related party notes payable |
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| Proceeds from third party notes payable |
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| Repayment of related party notes payable |
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| Repayment of third party notes payable |
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| Net cash provided by financing activities |
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| Net decrease in cash |
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| Cash, beginning of period |
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| Cash, end of period | $ |
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$ |
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(continued)
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
5
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | $ |
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$ |
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| Cash paid during the period for income tax | $ | $ | ||||||
| Schedule of non-cash investing and financing activities: | ||||||||
| Recognition of operating lease: right of use asset and lease liability | $ |
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$ |
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| Extinguishment of operating lease: right of use asset and lease liability | $ |
(
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) | $ | ||||
| Fair value of options issued in satisfaction of common stock issuable | $ | $ |
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| Fair value of warrants allocated to proceeds of related party notes payable | $ | $ |
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| Fair value of derivative financial instruments allocated to proceeds of third party notes payable | $ |
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$ | |||||
| Fair value of beneficial conversion feature allocated to proceeds of related party notes payable | $ |
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$ |
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| Original issue discounts allocated to proceeds of notes payable | $ |
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$ | |||||
| Fair value of warrants issued to extend related party debt | $ |
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$ |
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| Principal amount of convertible notes payable to related party refinanced | $ |
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$ | |||||
| Principal amount of undocumented advances converted to convertible note payable to related party | $ |
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$ | |||||
| Incremental fair value of convertible note payable to related party resulting from refinancing | $ |
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$ |
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| Fair value of shares issued for equity issuance costs | $ |
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$ | |||||
| Accrued interest included in fair value of note payable | $ |
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$ |
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| Accounts payable included in principal balance of notes payable to related party | $ |
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$ | |||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
6
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 1 - BUSINESS AND BUSINESS PRESENTATION
HealthLynked Corp. (the “Company”)
was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation
with the Secretary of State of Nevada setting the total number of authorized shares at
The Company currently operates in three distinct divisions:
| ● | Health Services Division : This division is comprised of the operations of (i) Naples Center for Functional Medicine (“NCFM”), a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, Florida that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, (iii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During 2024, the Company replaced our Naples Women’s Center (“NWC”) Obstetrics and Gynecology (OB/GYN) practice with CCN and relocated its AEU practice to the CCN office location. During May 2025, the Company consolidated the NCFM, AEU and CCN practices into the former NWC office. |
| ● | Digital Healthcare Division : At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division : MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
In a strategic restructuring, during October 2022, our Board of Directors (the “Board”) approved the divestiture of the former ACO/MSO Division, including Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”). CHM and AHP were involved in enhancing coordinated care through the Medicare Shared Savings Program (“MSSP”). The divestiture was completed on January 17, 2023, aligning with the Company’s focus on core growth areas. See Note 4, “Sale of AHP,” for additional information.
These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023, respectively, which are included in the Company’s Form 10-K, filed with the United States Securities and Exchange Commission (the “Commission”) on March 31, 2025. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results for the entire year ending December 31, 2025.
On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its operating subsidiaries: NCFM, BTG, CCN (after October 1, 2024), AEU, NWC (through October 1, 2024), and MOD. Results through January 17, 2023 also include operations of AHP, which was sold, and CHM, which was discontinued, both effective as of January 17, 2023. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation.
7
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 1 - BUSINESS AND BUSINESS PRESENTATION (CONTINUED)
Uncertainty Due to Geopolitical Events
Due to the Hamas-Israel, Iran-Israel and Russia-Ukraine conflicts, there has been uncertainty and disruption in the global economy. Although these events did not have a direct material adverse impact on the Company’s financial results for the three and six months ended June 30, 2025, at this time the Company is unable to fully assess the aggregate impact the Hamas-Israel and Russia-Ukraine conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the conflicts, the conflicts’ effect on the economy, the impact on the Company’s businesses and actions that may be taken by governmental authorities related to the conflicts.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying condensed consolidated financial statements follows:
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about fair valuation of derivative financial instruments; cash flow and fair value assumptions associated with measurements of contingent sale consideration receivable and impairment of intangible assets; valuation of inventory; collection of accounts receivable; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.
Revenue Recognition
Patient service revenue
Patient service revenue is earned for functional medicine services provided to patients by the NCFM practice, physical therapy services provided to patients by the BTG practice, aesthetics services provided by the AEU practice, and medical services provided to patients by the CCN practice (after its establishment in October 2024) and NWC practice (until its discontinuation in October 2024). Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. All amounts are due from patients at the time of service, with the exception of NWC billings incurred prior to October 2024 that were due from third-party payors (including health insurers and government programs) that included variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients at the time of service and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.
8
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time includes revenue from NCFM annual access contracts (the Medical Membership and Concierge Program prior to October 1, 2023 and the more comprehensive Optimal Health 365 Access Plan thereafter), BTG physical therapy bundles, CCN annual and semi-annual concierge services, and NWC annual administration fees (prior to October 2024). Revenue from NCFM Medical Memberships and Concierge contracts, CCN concierge services, and NWC annual administration fees, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, six months or one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual visits incurred in relation to total expected visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation.
Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than NCFM annual access contracts, BTG physical therapy bundles, CCN concierge services, and NWC annual administration fees, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not required to provide additional goods or services to the patient.
Patient service revenues are presented on the statement of operations net of contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. There were no material changes during the three or six months ended June 30, 2025 or 2024 to the judgments applied in determining the amount and timing of patient service revenue. Subsequent to the cessation of the NWC practice on October 1, 2024, the Company no longer bills Medicare, Medicaid, or other third-party insurers for any of its patient services.
Product Revenue
Product revenue is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation.
Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States.
The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on eligible products.
Cash and Cash Equivalents
For financial statement purposes, the Company
considers all highly liquid investments with original maturities of six months or less to be cash and cash equivalents. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
9
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other Comprehensive Income
The Company does not have any activity that results in Other Comprehensive Income.
Leases
Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets.
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Upon termination of a lease, the ROU asset and lease liability are written off. Upon modification of a lease, the ROU asset and lease liability are remeasured based on the modified last terms. See Note 7 for more complete details on balances as of the reporting periods presented herein.
Inventory
Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.
Intangible Assets
The Company recognizes an acquired intangible
whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity
and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability.
Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable
intangible assets are being amortized primarily over useful lives of
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. The Company relies on a sole supplier for the fulfillment of substantially all of its product sales made through MOD.
Property and Equipment
Property and equipment are stated at cost. When
retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the
net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property
and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of
The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The 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.
10
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Assets and Liabilities
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:
| ● | Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; |
| ● | Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. |
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees and nonemployees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted.
11
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. income tax has been provided for the three or six months ended June 30, 2025 and 2024, since the Company has sustained a loss for all such periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.
Recurring Fair Value Measurements
The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of accounts receivable, accounts payable, and accrued liabilities approximated their fair value.
Net Income (Loss) per Share
Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three
and six months ended June 30, 2025 and 2024, the Company reported a net loss and excluded all outstanding stock options, warrants and
other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been
anti-dilutive. As of June 30, 2025 and December 31, 2024, potentially dilutive securities were comprised of (i)
Common Stock Awards
The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable.
12
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Warrants
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. The Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not a service period. Certain of the Company’s warrants include a so-called down round provision. The Company accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging , which calls for the recognition of a deemed dividend in the amount of the incremental fair value of the warrant due to the down round when triggered.
Segment Reporting
The Company uses the “management approach”
under ASC 280, “Segment Reporting,” to identify its reportable segments. The management approach designates the internal organization
used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable
segments. Using the management approach, the Company determined that it has
Recently Issued Pronouncements
In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those periods. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
Recently Adopted Pronouncements
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.
13
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. The Company adopted this standard in 2025. The adoption did not have a material effect on the Company’s consolidated financial statements.
No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements.
NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS
Under ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. Pursuant to ASU 2014-15, in evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (August 14, 2026). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before August 14, 2026.
The Company is subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from its Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.
As of June 30, 2025, the Company had cash balances
of $
Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the consolidated financial statements were issued.
As described further in Note 4, “Sale of AHP,” on January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell, AHP. The Company may receive future proceeds comprised of proceeds from sale of shares of the Buyer if the Buyer completes an initial public offering by August 31, 2025.
During the six months ended June 30, 2025, the
Company also (i) received net proceeds from the issuance of notes payable to related parties and third parties totaling $
Without raising additional capital, there is substantial doubt about the Company’s ability to continue as a going concern through August 14, 2026. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
14
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 4 – SALE OF AHP
Description of Transaction
On January 17, 2023, the Company entered into
the AHP Merger Agreement, pursuant to which PBACO Holding, LLC (the “Buyer”) agreed to buy, and the Company agreed to sell,
AHP (the “AHP Sale”). Pursuant to the terms of the AHP Merger Agreement, the Company received or was entitled to receive the
following consideration: (1) $
The Company is also required to indemnify the
Buyer against liabilities arising from Buyer’s operation of AHP prior to the Buyer’s IPO date, less a deductible equal to
As a result of the AHP Sale, the Company ceased to have a controlling financial interest in AHP as of January 17, 2023. Accordingly, in connection with the transaction, the Company deconsolidated AHP as of January 17, 2023. In connection with the deconsolidation in January 2023, the Company recognized the fair value of consideration received and receivable from the AHP Sale, recognized an indemnification liability related to potential claims resulting from the AHP Sale, derecognized the carrying value of assets and liabilities transferred to the Buyer or otherwise derecognized in connection with in the AHP Sale, and recorded a gain on sale for the excess of consideration received over carrying value of assets derecognized and liabilities recognized.
The Company elected to
record the contingent portion of consideration receivable at fair value on the sale date pursuant to the guidance in FASB Emerging Issues
Task Force Issue 09-4, “Seller Accounting for Contingent Consideration,” (“EITF 09-4”).
| Upfront Cash Consideration paid at signing | $ |
|
||
| Incremental Cash Consideration |
|
|||
| IPO Share Consideration |
|
|||
| 2022 MSSP Consideration |
|
|||
| Physician Advance Consideration |
|
|||
| Stub Period Reimbursement |
|
|||
| Total fair value of contingent consideration receivable |
|
|||
| Total fair value of consideration received and receivable | $ |
|
15
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 4 – SALE OF AHP (CONTINUED)
The fair value of contingent consideration receivable was determined using an expected present value approach, which applies a discount rate to a probability-weighted stream of net cash flows based on multiple scenarios, as estimated by management. As such, the fair values of contingent consideration receivable rely on significant unobservable inputs and assumptions and there is uncertainty in the expected future cash flows used in the fair valuation. Significant assumptions related to the valuation of contingent consideration receivable include the likelihood of a Buyer IPO, the valuation of the Buyer’s common stock in a potential IPO, the likelihood that AHP would meet its performance benchmarks to the extent that it will receive shared savings for plan year 2022, the likelihood that AHP under the management of the Buyer would receive sufficient shared savings in plan years 2023 and/or 2024 to pay the Physician Advance Consideration, and the likelihood that the Company would be able to transfer or add new participating physicians to AHP before July 31, 2023 in order to collect the Incremental Cash Consideration.
After January 17, 2023, and as prescribed under EITF 09-4, the Company elected to subsequently treat the contingent consideration receivable using gain contingency guidance and only record a gain or loss when the contingency is resolved. Accordingly, the Company does not prospectively remeasure the fair value of contingent consideration receivable each reporting period. The Company recognizes gains and losses from realization of contingent sale consideration receivable for the difference between the realized (or realizable) value of resolved contingent consideration components and the initial fair value recorded at the sale date. such gains or losses were recognized during the three or six months ended June 30, 2025 or 2024.
The carrying value of
the remaining unresolved components of contingent consideration receivable as of June 30, 2025 and December 31, 2024 was $
NOTE 5 – PREPAID EXPENSES AND OTHER
Prepaid and other expenses as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Insurance prepayments | $ |
|
$ |
|
||||
| Other expense prepayments |
|
|
||||||
| Lease deposits |
|
|
||||||
| Contract assets |
|
|
||||||
| Total prepaid expenses and other |
|
|
||||||
| Less: long term portion |
(
|
) |
(
|
) | ||||
| Prepaid expenses and other, current portion | $ |
|
$ |
|
||||
Contract assets relate to amounts incurred to obtain a customer contract that would not have been incurred if the contract had not been obtained, such as commissions, associated with NCFM annual access contracts.
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Medical equipment | $ |
|
$ |
|
||||
| Furniture, office equipment and leasehold improvements |
|
|
||||||
| Total property and equipment |
|
|
||||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | ||||
| Property and equipment, net | $ |
|
$ |
|
||||
16
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 6 – PROPERTY AND EQUIPMENT (CONTINUED)
Depreciation expense was $
NOTE 7 – LEASES
As of June 30, 2025 Company had an operating lease,
and related amendments thereto, for (i) office space housing its consolidated NCFM, AEU and CCN practices along with its Digital Healthcare
and administrative functions expiring in July 2026, (ii) its BTG practice expiring in March 2026, and (iii) a copier lease that expires
in January 2027. As of June 30, 2025, the Company’s weighted-average remaining lease term relating to its operating leases was
Effective in April 2025, the Company renewed its
lease for its BTG facility for a period of one year, until March 31, 2026. In connection with the lease extension, the Company recognized
an ROU lease asset and lease liability each in the amount of $
Effective June 30, 2025, the Company and the Lessor
agreed to terminate a previously existing headquarters lease housing the Company’s Digital Healthcare and administrative functions,
which was set to expire in November 2026. In connection with the lease termination, the Company wrote off an ROU lease asset and lease
liability in the amount of $
The table below summarizes the Company’s lease-related assets and liabilities as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Lease assets | $ |
|
$ |
|
||||
| Lease liabilities | ||||||||
| Lease liabilities (short term) | $ |
|
$ |
|
||||
| Lease liabilities (long term) |
|
|
||||||
| Total lease liabilities | $ |
|
$ |
|
||||
Lease expense was $
Maturities of operating lease liabilities were as follows as of June 30, 2025:
| 2025 (July through December) | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| Total lease payments |
|
|||
| Less interest |
(
|
) | ||
| Present value of lease liabilities | $ |
|
17
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 8 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Amounts related to accounts payable, accrued expenses and other current liabilities as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trade accounts payable | $ |
|
$ |
|
||||
| Accrued payroll liabilities |
|
|
||||||
| Accrued operating expenses |
|
|
||||||
| Accrued interest |
|
|
||||||
| Accrued commissions payable from 2022 MSSP Consideration |
|
|
||||||
| Product return allowance |
|
|
||||||
| $ |
|
$ |
|
|||||
NOTE 9 – CONTRACT LIABILITIES
Amounts related to contract liabilities as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Patient services paid but not provided - NCFM | $ |
|
$ |
|
||||
| Patient services paid but not provided - BTG |
|
|
||||||
| Patient services paid but not provided - CCN |
|
|
||||||
| Unshipped products - MOD |
|
|
||||||
| $ |
|
$ |
|
|||||
Contract liabilities relate to (i) NCFM annual access contracts, including Medical Membership, Concierge Service and Optimal Health 365 Access Plan contracts pursuant to which patients prepay for access to services to be provided at the patient’s request over a period of time, (ii) BTG contracts pursuant to which patients prepay for access to a fixed number of visits used at the patients’ discretion, (iii) CCN annual and semi-annual concierge fees, (iv) NWC annual administration fees, and (v) MOD sold but unshipped products.
18
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS
Amounts due to related parties as of June 30, 2025 and December 31, 2024 were comprised of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Convertible Note Payable I to Dr. Michael Dent, March 2024 | $ |
|
* | $ |
|
* | ||
| Convertible Note Payable II to Dr. Michael Dent, March 2024 ** |
|
* |
|
* | ||||
| Convertible Note Payable III to Dr. Michael Dent, March 2024 ** |
|
* |
|
* | ||||
| Convertible Note Payable IV to Dr. Michael Dent, April 2024 |
|
* |
|
|||||
| Convertible Note Payable V to Dr. Michael Dent, April 2024 |
|
* |
|
|||||
| Convertible Note Payable VI to Dr. Michael Dent, June 2024 |
|
* |
|
|||||
| Convertible Note Payable VII to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable VIII to Dr. Michael Dent, April 2025 |
|
* |
|
|||||
| Convertible Note Payable IX to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable X to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable X to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable XI to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable XII to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable XIII to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable XIV to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Convertible Note Payable XV to Dr. Michael Dent, September 2024 |
|
* |
|
|||||
| Advances payable to Dr. Michael Dent, September 2024 |
|
|||||||
| Advances payable to Dr. Michael Dent, October 2024 |
|
|||||||
| Advances payable to Dr. Michael Dent, November 2024 |
|
|||||||
| Convertible Note Payable XVI to Dr. Michael Dent, December 2024 |
|
* |
|
|||||
| Convertible Note Payable XVII to Dr. Michael Dent, December 2024 |
|
* |
|
|||||
| Convertible Note Payable XVIII to Dr. Michael Dent, December 2024 |
|
* |
|
|||||
| Convertible Note Payable XIX to Dr. Michael Dent, March 2025 |
|
|||||||
| Convertible Note Payable XX to Dr. Michael Dent, March 2025 |
|
|||||||
| Convertible Note Payable XXI to Dr. Michael Dent, March 2025 |
|
|||||||
| Convertible Note Payable XXII to Dr. Michael Dent, March 2025 |
|
|||||||
| Convertible Note Payable XXIII to Dr. Michael Dent, April 2025 |
|
|||||||
| Convertible Note Payable XXIV to Dr. Michael Dent, April 2025 |
|
|||||||
| Convertible Note Payable XXV to Dr. Michael Dent, April 2025 |
|
|||||||
| Convertible Note Payable XXVI to Dr. Michael Dent, April 2025 |
|
|||||||
| Convertible Note Payable XXVII to Dr. Michael Dent, May 2025 |
|
|||||||
| Convertible Note Payable XXVIII to Dr. Michael Dent, May 2025 |
|
|||||||
| Convertible Note Payable XXIX to Dr. Michael Dent, May 2025 |
|
|||||||
| Convertible Note Payable XXX to Dr. Michael Dent, June 2025 |
|
|||||||
| Convertible Note Payable XXXI to Dr. Michael Dent, June 2025 |
|
|||||||
| Convertible Note Payable XXXII to Dr. Michael Dent, June 2025 |
|
|||||||
| Face value of notes payable to related party |
|
|
||||||
| Less: unamortized discounts |
(
|
) |
(
|
) | ||||
| Notes payable to related party, total |
|
|
||||||
| Plus deferred compensation payable to Dr. Michael Dent |
|
|
||||||
| Total due to related party | $ |
|
$ |
|
||||
| * |
-
|
19
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On March 14, 2023, the Company issued a promissory
note payable to a trust controlled by Dr. Dent with a stated principal amount of $
On June 26, 2023, the Company issued an unsecured
promissory note to Dr. Michael Dent with a face value of $
On December 1, 2023, the Company issued an unsecured
promissory note to a trust controlled by Dr. Dent a promissory note with a face value of $
On March 27, 2024, the Company issued to a trust
controlled by Dr. Michael Dent three separate notes payable as follows: (1) a note payable with a principal of $
20
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
Net proceeds from the March 2024 Dent Note I were
$
Net proceeds from the March 2024 Dent Note II
were $
21
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
The March 2024 Dent Note III refinanced the previously
issued December 2023 Dent Note in the same principal amount of $
On April 10, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On April 18, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
22
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On June 3, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On September 19, 2024, the Company issued to a
trust controlled by Dr. Michael Dent ten separate senior secured convertible promissory note in the aggregate principal amount of $
| Original | ||||||||||||||
| Maturity | Note | Issue | Net | |||||||||||
| Note Date | Date | Principal | Discount | Proceeds | ||||||||||
|
|
|
$ |
|
$ |
|
$ |
|
|||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
| $ |
|
$ |
|
$ |
|
|||||||||
In connection with the September 2024 Notes, the
Company issued to the holder a ten-year warrant to purchase
23
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On March 20, 2025, the maturity date on the September
2024 Notes (as well as March 2024 Dent Note II and the March 2024 Dent Note III) was extended until September 20, 2025 in exchange for
a ten-year warrant to purchase
On December 4, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On December 17, 2024, the Company issued to a
trust controlled by Dr. Michael Dent a convertible note payable with a principal of $
On December 31, 2024, the Company issued to a
trust controlled by Dr. Michael Dent a convertible note payable with a principal of $
24
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On March 4, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On March 12, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On March 20, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On March 27, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On April 1, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On April 9, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
25
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On April 16, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On April 22, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On May 8, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On May 12, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On May 29, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On June 4, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
26
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On June 18, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On June 25, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE
Notes payable as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| SBA Disaster Relief Loans | $ |
|
$ |
|
||||
| 1800 Diagonal Note Payable IV, April 2024 |
|
|||||||
| Leaf Capital Note Payable, August 2024 |
|
|
||||||
| 1800 Diagonal Note Payable V, January 2025 |
|
|||||||
| 1800 Diagonal Note Payable VI, January 2025 |
|
|||||||
| 1800 Diagonal Note Payable VII, February 2025 |
|
|||||||
| Face value of notes payable |
|
|
||||||
| Less: unamortized discounts |
(
|
) |
(
|
) | ||||
| Notes payable, total |
|
|
||||||
| Less: long term portion |
(
|
) |
(
|
) | ||||
| Notes payable, current portion | $ |
|
$ |
|
||||
Government Notes Payable
During June, July and August 2020, the Company
and its subsidiaries received an aggregate of $
Interest accrued on SBA loans as of June 30, 2025
and December 31, 2024 was $
27
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
Other Notes Payable
On August 8, 2023, the Company issued a promissory
note payable to an investor with a stated principal amount of $
On November 3, 2023, the Company issued to Yorkville
a note payable (the “November 2023 Note”) with an initial principal amount equal to $
On December 12, 2023, the Company issued a promissory
note payable to an investor with a stated principal amount of $
28
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On December 13, 2023, the Company issued to Yorkville
a convertible note (the “December 2023 Note II”) with an initial principal amount equal to $
On April 22, 2024, the Company issued a promissory
note payable (the “April 2024 Note”) to an investor with a stated principal amount of $
On July 30, 2024, the Company’s wholly owned
subsidiary, HLYK Florida LLC, which owns NCFM, issued a promissory note payable to an investor with total principal repayments of $
29
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On January 16, 2025, the Company issued a promissory
note payable (the “January 2025 Note I”) to an investor with a stated principal amount of $
On January 24, 2025, the Company issued a promissory
note payable (the “January 2025 Note II”) to an investor with a stated principal amount of $
On February 14, 2025, the Company issued a promissory
note payable (the “February 2025 Note”) to an investor with a stated principal amount of $
Amortization expense related to the note discount
was $
30
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.”
Derivative financial instruments and changes thereto recorded in the three and six months ended June 30, 2025 include the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Balance, beginning of period | $ |
|
$ | $ | $ | |||||||||||
| Inception of derivative financial instruments |
|
|||||||||||||||
| Change in fair value of derivative financial instruments |
(
|
) |
(
|
) | ||||||||||||
| Balance, end of period | $ |
|
$ | $ |
|
$ | ||||||||||
Fair market value of the derivative financial instruments is measured using the following range of assumptions:
| Six Months Ended June 30, | ||||||
| 2025 | 2024 | |||||
| Pricing model utilized |
|
|||||
| Risk free rate range |
|
|||||
| Expected life range (in years) |
|
|||||
| Volatility range |
|
|||||
| Dividend yield |
|
|||||
The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. The Company had no derivative financial instruments in the six months ended June 30, 2024.
NOTE 13 – SHAREHOLDERS’ DEFICIT
Private Placements
During the six months ended June 30, 2025, the
Company sold
During the three and six months ended June 30,
2024, the Company sold
31
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
Shares issued to Consultants
During the six months ended June 30, 2024, the
Company issued to a consultant a ten-year stock option to purchase
Common Stock Issuable
As of June 30, 2025 and December 31, 2024, the Company was obligated to issue the following shares:
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Amount | Shares | Amount | Shares | |||||||||||||
| Shares issuable to employees and consultants | $ |
|
|
$ |
|
|
||||||||||
| Shares issuable to independent directors |
|
|
|
|
||||||||||||
| Private placement issuable |
|
|
||||||||||||||
| $ |
|
|
$ |
|
|
|||||||||||
Stock Warrants
Transactions involving our stock warrants during the six months ended June 30, 2025 and 2024 are summarized as follows:
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Number | Price | Number | Price | |||||||||||||
| Outstanding at beginning of the period |
|
$ |
|
|
$ |
|
||||||||||
| Granted during the period |
|
$ |
|
|
$ |
|
||||||||||
| Exercised during the period | $ | $ | ||||||||||||||
| Expired during the period |
(
|
) | $ |
(
|
) |
(
|
) | $ |
(
|
) | ||||||
| Outstanding at end of the period |
|
$ |
|
|
$ |
|
||||||||||
| Exercisable at end of the period |
|
$ |
|
|
$ |
|
||||||||||
| Weighted average remaining life |
|
years |
|
years | ||||||||||||
The following table summarizes information about the Company’s stock warrants outstanding as of June 30, 2025:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Weighted- | ||||||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||||||
| Remaining | Average | Average | ||||||||||||||||||||
| Exercise | Number | Contractual | Exercise | Number | Exercise | |||||||||||||||||
| Prices | Outstanding | Life (years) | Price | Exercisable | Price | |||||||||||||||||
| $ | 0.0001 to 0.09 |
|
|
$ |
|
|
$ |
|
||||||||||||||
| $ | 0.10 to 0.24 |
|
|
$ |
|
|
$ |
|
||||||||||||||
| $ | 0.25 to 0.49 |
|
|
$ |
|
|
$ |
|
||||||||||||||
| $ | 0.50 to 1.05 |
|
|
$ |
|
|
$ |
|
||||||||||||||
| $ | 0.05 to 1.00 |
|
|
$ |
|
|
$ |
|
||||||||||||||
32
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
During the six months ended June 30, 2025 and
2024, the Company issued
| 2025 | 2024 | |||
| Pricing model utilized | ||||
| Risk free rate range |
|
|
||
| Expected life range (in years) |
|
|
||
| Volatility range |
|
|
||
| Dividend yield |
|
|
||
| Expected forfeiture |
|
|
There were no warrants exercised during the six months ended June 30, 2025 or 2024.
Equity Incentive Plans
On January 1, 2016, the Company adopted the 2016
Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation
by its employees, consultants and non-employee directors. The 2016 EIP allowed for the issuance of up to
On September 9, 2021, the Company adopted the
2021 Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having
equity awards available to allow for equity participation by its employees, consultants and non-employee directors. The 2021 EIP allows
for the issuance of up to
Amounts recognized in the financial statements with respect to the EIPs in the six months ended June 30, 2025 and 2024 were as follows:
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total cost of share-based payment plans during the period | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Amounts capitalized in deferred equity compensation during period | $ | $ | $ | $ | ||||||||||||
| Amounts written off from deferred equity compensation during period | $ | $ | $ | $ |
|
|||||||||||
| Amounts charged against income for amounts previously capitalized | $ | $ | $ | $ | ||||||||||||
| Amounts charged against income, before income tax benefit | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Amount of related income tax benefit recognized in income | $ | $ | $ | $ | ||||||||||||
33
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
Stock Options
Stock options granted under the EIPs typically
vest over a period of three to four years or based on achievement of Company and individual performance goals.
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Stock options | Number | Price | Number | Price | ||||||||||||
| Outstanding at beginning of period |
|
$ |
|
|
$ |
|
||||||||||
| Granted during the period | $ |
|
$ |
|
||||||||||||
| Exercised during the period | $ | $ | ||||||||||||||
| Forfeited during the period |
(
|
) | $ |
(
|
) |
(
|
) | $ |
(
|
) | ||||||
| Outstanding at end of period |
|
$ |
|
|
$ |
|
||||||||||
| Options exercisable at period-end |
|
$ |
|
|
$ |
|
||||||||||
As of June 30, 2025, there was $
The weighted-average grant-date fair value of
options granted during the six months ended June 30, 2025 and 2024 was (
granted) and $
The fair value of each stock option award is estimated
on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s
accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
| 2025 | 2024 | |||
| Pricing model utilized |
|
|||
| Risk free rate range |
|
|||
| Expected life range (in years) |
|
|||
| Volatility range |
|
|||
| Dividend yield |
|
|||
| Expected forfeiture |
|
34
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the six months ended June 30, 2025 and 2024:
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock options | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested options at beginning of period |
|
$ |
|
|
$ |
|
||||||||||
| Granted | $ |
|
$ |
|
||||||||||||
| Vested |
(
|
) | $ |
(
|
) |
(
|
) | $ |
(
|
) | ||||||
| Forfeited | $ |
(
|
) | $ |
(
|
) | ||||||||||
| Nonvested options at end of period |
|
$ |
|
|
$ |
|
||||||||||
Stock Grants
Stock grant awards made under the EIPs typically
vest either immediately or over a period of up to four years.
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock Grants | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested grants at beginning of period | $ |
|
$ |
|
||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | $ |
(
|
) | $ |
(
|
) | ||||||||||
| Forfeited | $ |
(
|
) | $ |
(
|
) | ||||||||||
| Nonvested grants at end of period | $ |
|
$ |
|
||||||||||||
As of June 30, 2025, there was $-0- of total unrecognized
compensation cost related to stock grants made under the EIPs. No grants were made in the six months ended June 30, 2025 or 2024. The
aggregate fair value of share grants that vested during the six months ended June 30, 2025 and 2024 was
The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Supplier Concentration
The Company relied on a single supplier for the
fulfillment of approximately
Service Contracts
The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.
35
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 14 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Leases
Maturities of operating lease liabilities were as follows as of June 30, 2025:
| 2025 (July through December) | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| Total lease payments |
|
|||
| Less interest |
(
|
) | ||
| Present value of lease liabilities | $ |
|
Employment/Consulting Agreements
The Company has employment agreements with certain of its physicians, nurse practitioners and physical therapists in the Health Services Division. The agreements generally call for a fixed salary plus performance-based pay.
On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent’s employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
NOTE 15 – SEGMENT REPORTING
As of June 30, 2025, the Company had
The Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network,” which facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. The Medical Distribution Division is comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States.
The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
36
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the three months ended June 30, 2025 was as follows:
| Three Months Ended June 30, 2025 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ |
|
$ | $ | $ |
|
||||||||||
| Subscription revenue |
|
|
||||||||||||||
| Product revenue |
|
|
||||||||||||||
| Total revenue |
|
|
|
|
||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits |
|
|
||||||||||||||
| Other practice operating expenses |
|
|
||||||||||||||
| Cost of product revenue |
|
|
||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|||||||||||||
| Depreciation and amortization |
|
|
|
|||||||||||||
| Total Operating Expenses |
|
|
|
|
||||||||||||
| Loss from operations | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Change in fair value of debt | $ | $ |
|
$ | $ |
|
||||||||||
| Gain on change in fair value of derivative financial instruments | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Amortization of original issue discounts on notes payable | $ |
|
$ |
|
$ | $ |
|
|||||||||
| Interest expense and other | $ |
|
$ |
|
$ | $ |
|
|||||||||
37
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the six months ended June 30, 2025 was as follows:
| Six Months Ended June 30, 2025 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ |
|
$ | $ | $ |
|
||||||||||
| Subscription revenue |
|
|
||||||||||||||
| Product and other revenue |
|
|
||||||||||||||
| Total revenue |
|
|
|
|
||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits |
|
|
||||||||||||||
| Other practice operating expenses |
|
|
||||||||||||||
| Cost of product revenue |
|
|
||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|||||||||||||
| Depreciation and amortization |
|
|
|
|||||||||||||
| Total Operating Expenses |
|
|
|
|
||||||||||||
| Income (loss) from operations | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Change in fair value of debt | $ | $ |
|
$ | $ |
|
||||||||||
| Gain on change in fair value of derivative financial instruments | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Amortization of original issue discounts on notes payable | $ |
|
$ |
|
$ | $ |
|
|||||||||
| Interest expense and other | $ |
(
|
) | $ |
|
$ | $ |
|
||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of June 30, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Identifiable assets as of December 31, 2024 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
38
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the three months ended June 30, 2024 was as follows:
| Three Months Ended June 30, 2024 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ |
|
$ | $ | $ |
|
||||||||||
| Subscription revenue |
|
|
||||||||||||||
| Product revenue |
|
|
||||||||||||||
| Total revenue |
|
|
|
|
||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits |
|
|
||||||||||||||
| Other practice operating expenses |
|
|
||||||||||||||
| Cost of product revenue |
|
|
||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|||||||||||||
| Depreciation and amortization |
|
|
|
|||||||||||||
| Total Operating Expenses |
|
|
|
|
||||||||||||
| Loss from operations | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ |
|
$ | $ |
|
||||||||||
| Change in fair value of debt | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Amortization of original issue discounts on notes payable | $ | $ |
|
$ | $ |
|
||||||||||
| Interest expense | $ |
|
$ |
|
$ | $ |
|
|||||||||
39
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the six months ended June 30, 2024 was as follows:
| Six Months Ended June 30, 2024 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ |
|
$ | $ | $ |
|
||||||||||
| Subscription revenue |
|
|
||||||||||||||
| Product and other revenue |
|
|
||||||||||||||
| Total revenue |
|
|
|
|
||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits |
|
|
||||||||||||||
| Other practice operating expenses |
|
|
||||||||||||||
| Cost of product revenue |
|
|
||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|||||||||||||
| Depreciation and amortization |
|
|
|
|||||||||||||
| Total Operating Expenses |
|
|
|
|
||||||||||||
| Loss from operations | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ |
|
$ | $ |
|
||||||||||
| Change in fair value of debt | $ | $ |
(
|
) | $ | $ |
(
|
) | ||||||||
| Amortization of original issue discounts on notes payable | $ | $ |
|
$ | $ |
|
||||||||||
| Interest expense and other | $ |
|
$ |
|
$ | $ |
|
|||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of June 30, 2024 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The Digital Healthcare made intercompany sales
of $
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans, which were extinguished and reissued and are therefore subject to fair value measurement, derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate was not fixed, and equity-class. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.
40
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (UNAUDITED)
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The following table summarizes the conclusions reached regarding fair value measurements as of June 30, 2025 and December 31,
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Contingent sale consideration receivable | $ | $ | $ |
|
$ |
|
$ | $ | $ |
|
$ |
|
||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Derivative financial instruments |
|
|
||||||||||||||||||||||||||||||
| Convertible notes payable to related party |
|
|
|
|
||||||||||||||||||||||||||||
| $ | $ | $ |
|
$ |
|
$ | $ | $ |
|
$ | ||||||||||||||||||||||
Certain notes payable to a related party carried
at fair value and contingent acquisition consideration payable are each Level 3 financial instrument that are measured at fair value on
a recurring basis.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Change in fair value of debt | $ |
(
|
) | $ |
|
$ |
(
|
) | $ |
|
||||||
| Contingent acquisition consideration payable |
|
|
||||||||||||||
| Change in fair value of derivative financial instruments | $ |
|
$ | $ |
|
$ | ||||||||||
| Total | $ |
(
|
) | $ |
|
$ |
(
|
) | $ |
|
||||||
NOTE 17 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through
On July 1, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On July 10, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On July 16, 2025, a trust
controlled by Dr. Michael Dent advanced $
On July 23, 2025, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On July 29, 2025, the Company issued a promissory
note payable to an investor with a stated principal amount of $
41
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.
Overview
General
HealthLynked Corp. (the “Company,” “we,” “our,” or “us”) was incorporated in the State of Nevada on August 4, 2014. We currently operate in three distinct divisions:
| ● | Health Services Division : This division is comprised of the operations of (i) Naples Center for Functional Medicine (“NCFM”), a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, Florida that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, (iii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During 2024, the Company replaced our Naples Women’s Center (“NWC”) Obstetrics and Gynecology (OB/GYN) practice with CCN and relocated its AEU practice to the CCN office location. During May 2025, the Company consolidated the NCFM, AEU and CCN practices into the former NWC office. |
| ● | Digital Healthcare Division : At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division : MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
Critical accounting policies and significant judgments and estimates
For a discussion of our critical accounting policies, see Note 2, “ Significant Accounting Policies,” in the Notes to the condensed consolidated financial statements.
42
Results of Operations
Comparison of three months ended June 30, 2025 and 2024
The following table summarizes the changes in our results of operations for the three months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Patient service revenue, net | $ | 572,840 | $ | 763,163 | $ | (190,323 | ) | -25 | % | |||||||
| Subscription revenue | 7,099 | 8,166 | (1,067 | ) | -13 | % | ||||||||||
| Product revenue | 12,421 | 23,749 | (11,328 | ) | -48 | % | ||||||||||
| Total revenue | 592,360 | 795,078 | (202,718 | ) | -25 | % | ||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | 285,379 | 513,891 | (228,512 | ) | -44 | % | ||||||||||
| Other practice operating expenses | 247,395 | 389,222 | (141,827 | ) | -36 | % | ||||||||||
| Cost of product revenue | 15,978 | 24,723 | (8,745 | ) | -35 | % | ||||||||||
| Selling, general and administrative expenses | 451,755 | 861,469 | (409,714 | ) | -48 | % | ||||||||||
| Depreciation and amortization | 27,238 | 85,262 | (58,024 | ) | -68 | % | ||||||||||
| Loss from operations | (435,385 | ) | (1,079,489 | ) | 644,104 | -60 | % | |||||||||
| Other Income (Expenses) | ||||||||||||||||
| Gain (loss) on extinguishment of debt | 132,246 | (73,567 | ) | 205,813 | -280 | % | ||||||||||
| Gain (loss) on change in fair value of debt | (105,502 | ) | 27,900 | (133,402 | ) | -478 | % | |||||||||
| Gain on change in fair value of derivative financial instruments | 694 | --- | 694 | * | ||||||||||||
| Amortization of original issue discounts on notes payable | (214,580 | ) | (371,356 | ) | 156,776 | -42 | % | |||||||||
| Interest expense | (78,511 | ) | (43,924 | ) | (34,587 | ) | 79 | % | ||||||||
| Total other income (expenses) | (265,653 | ) | (460,947 | ) | 195,294 | -42 | % | |||||||||
| Net loss | $ | (701,038 | ) | $ | (1,540,436 | ) | $ | 839,398 | -54 | % | ||||||
| * - | Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year. |
Revenue
Patient service revenue decreased by $190,323, or 25% year-over-year, from $763,163 in the three months ended June 30, 2024, to $572,840 in the three months ended June 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $98,331 due to the discontinuation of this practice in October 2024, (ii) a 17% year-over-year decrease at our NCFM practice of $95,959 due to changes in clinical staffing and cost reductions, and (iii) a 13% decrease at our BTG practice of $11,807, offset by (v) second quarter 2025 revenue of $26,048 from our CCN practice which began in 2025. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $370,339, or 41%, from the three months ended June 30, 2024 to the three months ended June 30, 2025.
Subscription revenue in the three months ended June 30, 2025 decreased by $1,067, or 13% year-over-year, to $7,099 in the three months ended June 30, 2025, from $8,166 in the three months ended June 30, 2024, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.
Product revenue was $12,421 in the three months ended June 30, 2025, compared to $23,749 in the three months ended June 30, 2024, a decrease of $11,328, or 48%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.
43
Operating Expenses and Costs
Practice salaries and benefits decreased by $228,512, or 44%, to $285,379 in the three months ended June 30, 2025, compared to $513,891 in the three months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.
Other practice operating costs decreased by $141,827 or 36%, to $247,395 in the three months ended June 30, 2025 from $389,222 in the three months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.
Cost of product revenue was $15,978 in the three months ended June 30, 2025, a decrease of $8,745, or 35%, compared to $24,723 in the same period of 2024, corresponding to the decline in product sales for the period compared to the same period in the prior year.
Selling, general and administrative costs decreased by $409,714, or 48%, to $451,755 in the three months ended June 30, 2025 compared to $861,469 in the three months ended June 30, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.
Depreciation and amortization in the three months ended June 30, 2025 decreased by $58,024, or 68%, to $27,238 compared to $85,262 in the three months ended June 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the three months ended June 30, 2025.
Loss from operations decreased by $644,104, or 68%, to $435,385 in the three months ended June 30, 2025 compared to $1,079,489 in the three months ended June 30, 2024, primarily as a result of reduced practice operating costs and corporate overhead costs, offset in part by lower revenue.
Other Income (Expenses)
Gain (loss) on extinguishment of debt in the three months ended June 30, 2025 was a gain of $132,246, compared to a loss of $73,567 in the three months ended June 30, 2024. Gain on extinguishment of debt in the three months ended June 30, 2025 resulted from the extension of seven notes payable to Dr. Dent during the quarter. Loss on extinguishment of debt in the three months ended June 30, 2024 resulted from a maturing note payable to Dr. Dent refinanced with a new convertible note payable in the same amount and early repayment of a third party note.
Gain (loss) on the change in fair value of debt was a loss of $105,502 in the three months ended June 30, 2025 related to 13 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. The gain on change in fair value of debt was $73,567 in the three months ended June 30, 2024 and related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.
Gain on change in fair value of derivative financial instruments was $694 in the three months ended June 30, 2025, resulting from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end. There were no such gains or losses in the three months ended June 30, 2024.
Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended June 30, 2025 was $214,580, a decrease of $156,776, or 42%, compared to $371,356 in the three months ended June 30, 2024. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The decrease was due to larger equity-based and original issue discounts offered for notes payable in 2024, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2025.
Interest expense and other increased by $34,587, or 79%, to $78,511 for the three months ended June 30, 2025, compared to $43,924 in the three months ended June 30, 2024, due to an increase in interest-bearing notes payable to related parties during 2024 and first quarter 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.
Total other net expenses decreased by $195,294, or 42%, to net expense of $265,653 in the three months ended June 30, 2025 compared to net expense of $460,947 in the three months ended June 30, 2024. The change was primarily a result of gains on debt extinguishment in 2025 compared to losses in 2024, as well as lower debt-related discount amortization and interest charges in 2025 corresponding to lower initial fees and discounts.
44
Net loss
Net loss decreased by $839,398, or 54%, to $701,038 in the three months ended June 30, 2025, compared to net loss of $1,540,436 in the three months ended June 30, 2024, primarily as a result of reduced corporate overhead and practice operating costs resulting from cost cutting measures implemented starting in 2024, offset by lower revenue from our practices and lower financing-related other expenses.
Comparison of six months ended June 30, 2025 and 2024
The following table summarizes the changes in our results of operations for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Patient service revenue, net | $ | 1,324,855 | $ | 1,726,784 | $ | (401,929 | ) | -23 | % | |||||||
| Subscription revenue | 16,683 | 15,794 | 889 | 6 | % | |||||||||||
| Product revenue | 25,030 | 56,732 | (31,702 | ) | -56 | % | ||||||||||
| Total revenue | 1,366,568 | 1,799,310 | (432,742 | ) | -24 | % | ||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | 687,745 | 1,097,047 | (409,302 | ) | -37 | % | ||||||||||
| Other practice operating expenses | 561,371 | 871,805 | (310,434 | ) | -36 | % | ||||||||||
| Cost of product revenue | 33,794 | 55,302 | (21,508 | ) | -39 | % | ||||||||||
| Selling, general and administrative expenses | 1,081,170 | 1,860,912 | (779,742 | ) | -42 | % | ||||||||||
| Depreciation and amortization | 55,262 | 171,771 | (116,509 | ) | -68 | % | ||||||||||
| Loss from operations | (1,052,774 | ) | (2,257,527 | ) | 1,204,753 | -53 | % | |||||||||
| Other Income (Expenses) | ||||||||||||||||
| Gain (loss) on extinguishment of debt | 174,972 | (170,227 | ) | 345,199 | -203 | % | ||||||||||
| Gain (loss) on change in fair value of debt | (154,688 | ) | 27,900 | (182,588 | ) | -654 | % | |||||||||
| Gain on change in fair value of derivative financial instruments | 45,732 | --- | 45,732 | * | ||||||||||||
| Amortization of original issue discounts on notes payable | (619,693 | ) | (479,621 | ) | (140,072 | ) | 29 | % | ||||||||
| Interest expense and other | (145,526 | ) | (48,679 | ) | (96,847 | ) | 199 | % | ||||||||
| Total other income (expenses) | (699,203 | ) | (670,627 | ) | (28,576 | ) | 4 | % | ||||||||
| Net loss | $ | (1,751,977 | ) | $ | (2,928,154 | ) | $ | 1,176,177 | -40 | % | ||||||
| * - | Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year. |
Revenue
Patient service revenue decreased by $401,929, or 23% year-over-year, from $1,726,784 in the six months ended June 30, 2024, to $1,324,855 in the six months ended June 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $329,480 due to the discontinuation of this practice in October 2024, (ii) a 14% year-over-year decrease at our NCFM practice of $183,278 due to changes in clinical staffing and cost reductions, and (iii) a 7% decrease at our BTG practice of $13,899, offset by (v) 2025 revenue of $51,675 from our CCN practice which began in 2025. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $719,736, or 37%, from the six months ended June 30, 2024 to the six months ended June 30, 2025.
Subscription revenue in the six months ended June 30, 2025 increased by $889, or 6% year-over-year, to $16,683 in the six months ended June 30, 2025, from $15,794 in the six months ended June 30, 2024, due primarily to an increase in new standalone HealthLynked Network paid subscriptions in 2025.
Product revenue was $25,030 in the six months ended June 30, 2025, compared to $56,732 in the six months ended June 30, 2024, a decrease of $31,702, or 56%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.
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Operating Expenses and Costs
Practice salaries and benefits decreased by $409,302, or 37%, to $687,745 in the six months ended June 30, 2025, compared to $1,097,047 in the six months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.
Other practice operating costs decreased by $310,434 or 36%, to $561,371 in the six months ended June 30, 2025 from $871,805 in the six months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.
Cost of product revenue was $33,794 in the six months ended June 30, 2025, a decrease of $21,508, or 39%, compared to $55,302 in the same period of 2024, corresponding to the decline in product sales for the period compared to the same period in the prior year.
Selling, general and administrative costs decreased by $779,742, or 42%, to $1,081,170 in the six months ended June 30, 2025 compared to $1,860,912 in the six months ended June 30, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.
Depreciation and amortization in the six months ended June 30, 2025 decreased by $116,509, or 68%, to $55,262 compared to $171,771 in the six months ended June 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the six months ended June 30, 2025.
Loss from operations decreased by $1,204,753, or 53%, to $1,052,774 in the six months ended June 30, 2025 compared to $2,257,527 in the six months ended June 30, 2024, primarily as a result of reduced practice operating costs and corporate overhead costs, offset in part by lower revenue.
Other Income (Expenses)
Gain (loss) on extinguishment of debt in the six months ended June 30, 2025 was a gain of $174,972, compared to a loss of $170,227 in the six months ended June 30, 2024. Gain on extinguishment of debt in the six months ended June 30, 2025 resulted from the extension of 19 notes payable to Dr. Dent during the period. Loss on extinguishment of debt in 2024 resulted primarily from two maturing notes payable to Dr. Dent refinanced with new convertible notes payable in the same amount.
Gain (loss) on the change in fair value of debt was a loss of $154,688 in the six months ended June 30, 2025 related to 13 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. The gain on change in fair value of debt was $27,900 in the six months ended June 30, 2024 and related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.
Gain on change in fair value of derivative financial instruments was $45,732 in the six months ended June 30, 2025, resulting from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end. There were no such gains or losses in the six months ended June 30, 2024.
Amortization of original issue and debt discounts on notes payable and convertible notes in the six months ended June 30, 2025 was $619,693, an increase of $140,072, or 29%, compared to $479,621 in the six months ended June 30, 2024. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The increase was due to larger equity-based and original issue discounts offered for notes payable being amortized in 2025, and therefore larger corresponding amortizable discount balances, in 2025 compared to 2024.
Interest expense and other increased by $96,847, or 199%, to $145,526 for the six months ended June 30, 2025, compared to $48,679 in the six months ended June 30, 2024, due to an increase in interest-bearing notes payable to related parties during second half of 2024 and first half of 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.
Total other net expenses increased by $28,576, or 4%, to net expense of $699,203 in the six months ended June 30, 2025 compared to net expense of $670,627 in the six months ended June 30, 2024. The change was primarily a result of higher debt-related discount amortization and interest charges in 2025 corresponding to higher debt balances with larger initial fees and discounts, as well as losses related to the change in fair value of debt carried at fair value in 2025, offset by lower charges related to extinguishment of debt upon its extension in 2025.
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Net loss
Net loss decreased by $1,176,177, or 40%, to $1,751,977 in the six months ended June 30, 2025, compared to net loss of $2,928,154 in the six months ended June 30, 2024, primarily as a result of reduced corporate overhead and practice operating costs resulting from substantial downsizing and cost cutting measures implemented starting in 2024, offset by lower revenue from our practices and lower financing-related other expenses.
Seasonal Nature of Operations
We do not experience any material seasonality related to any of our continuing operations.
Liquidity and Capital Resources
Liquidity Condition
During the 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (August 14, 2026).
Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before August 14, 2026 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, there is substantial doubt about our ability to continue as a going concern through August 14, 2026. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure.
As of June 30, 2025, we had cash balances of $20,201, a working capital deficit of $4,566,668 and an accumulated deficit of $49,916,592. For the six months ended June 30, 2025, we had a net loss of $1,751,977 and used cash from operating activities of $850,089. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.
Significant Liquidity Transactions
Through June 30, 2025, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.
During the six months ended June 30, 2025, we issued 17 new convertible notes payable to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $710,000 and refinanced or extended five existing notes with an aggregate principal of $1,765,500. We also issued notes payable to third parties for net cash proceeds of $305,000. We made repayments on third-party notes of $230,951 in six months ended June 30, 2025.
On January 17, 2023, we entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and we agreed to sell, AHP. Since the sale date, we have received the following proceeds: (i) $750,000 upon signing of the AHP Merger Agreement, (ii) $31,381 in March 2023 for the Stub Period Reimbursement, (iii) $1,750,000 ($1,540,000 net after commissions) in Incremental Cash Consideration during June, July and August for meeting participating physician transfer milestones, (iv) $1,873,993 gross ($1,186,231 net after commissions) in October 2023 from the 2022 MSSP Consideration, and (v) $500,000 ($325,000 net after payments to participating physicians and commissions) in November 2024 from the Physician Advance Consideration. We may receive future proceeds comprised of proceeds from sale of shares of the Buyer if the Buyer completes an initial public offering by August 31, 2025.
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On May 1, 2025, we filed a Regulation A Offering Statement on Form 1-A for the sale of up to $10,000,000 of our common stock, par value $0.0001 per share. Any proceeds from the offering are subject to effectiveness of the Offering Statement and demand from the market to purchase our common stock.
Without raising additional capital, whether via the sale of equity or debt instruments, from proceeds from the Regulation A Offering, receipt of remaining contingent consideration related to the sale of the ACO/MSO Division, or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through August 14, 2026. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
Plan of operation and future funding requirements
Our plan of operations is to profitably operate our Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”
We are marketing the HealthLynked Network by targeting large health systems, hospitals and universities. In addition, we are marketing via direct-to-patient marketing, affiliated marketing campaigns, co-marketing with our Medical Distribution businesses subsidiary MOD, and expanded southeast regional sales efforts. Our initial sales strategy is utilizing Internet-based marketing to increase penetration to targeted geographical areas. These campaigns are focused on both physician practices and patient members. We also are leveraging MOD’s discounted medical supplies as an offering to our patient and physician members in the HealthLynked Network. We also intend to utilize physician telesales through the use of telesales representatives whom we will hire as access to capital allows. If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.
We plan to raise additional capital to fund our ongoing plan of operation.
Historical Cash Flows
Cash flows during the six months ended June 30, 2025 and 2024 were as follows:
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by: | ||||||||
| Operating activities | $ | (850,089 | ) | $ | (1,713,549 | ) | ||
| Investing activities | --- | (2,598 | ) | |||||
| Financing activities | 794,049 | 1,641,625 | ||||||
| Net increase (decrease) in cash | $ | (56,040 | ) | $ | (74,522 | ) | ||
Operating Activities – During the six months ended June 30, 2025, we used cash from operating activities of $850,089, as compared with $1,713,549 in the six months ended June 30, 2024. The decrease in cash usage results primarily from substantial downsizing and cost reduction efforts at our Health Services practices and our corporate office.
Investing Activities – During the six months ended June 30, 2024, we used $2,598 in investing activities related to acquisition of computers and office equipment. We did not use any cash in investing activities during the six months ended June 30, 2025.
Financing Activities – During the six months ended June 30, 2025, cash provided by financing activities was $794,049, comprised of $10,000, from the sale of common stock, $305,000 from the issuance of notes payable to third parties and $710,000 from the issuance of notes payable to related parties, offset by $230,951 repayments made against notes payable balances to third parties. During the six months ended June 30, 2024, cash provided by financing activities was $1,641,625, comprised of $405,000, from the sale of common stock, $1,650,000 from the issuance of notes payable to related parties, and $135,000 from the issuance of notes payable to third parties, offset by $548,375 repayments made against notes payable balances.
Exercise of Warrants and Options
No warrants or options were exercised during the six months ended June 30, 2025 or 2024.
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Other Outstanding Obligations at June 30, 2025
As of June 30, 2025, 81,412,504 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $0.023 to $1.05.
As of June 30, 2025, 6,119,379 shares of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $0.0569 to $0.263.
As of June 30, 2025, 3,482,307 shares of our common stock are earned but unissued pursuant to consulting and director agreements.
As of June 30, 2025, 105,802,352 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the beneficial holder of those instruments, Dr. Michael Dent.
Off Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2025 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, and in light of the material weaknesses found in our internal controls over financial reporting, our management concluded that our disclosure controls and procedures were not effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors
The Company is not required to provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously disclosed in a Current Report on Form 8-K or in a Form 10-Q or 10-K, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this report:
On April 1, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $20,000, an interest rate of 12% per annum, and a maturity date of October 1, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $20,000.
On April 9, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $100,000, an interest rate of 12% per annum, and a maturity date of October 9, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $100,000.
On April 16, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $15,000, an interest rate of 12% per annum, and a maturity date of October 16, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $15,000.
On April 22, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $65,000, an interest rate of 12% per annum, and a maturity date of October 22, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $65,000.
On May 8, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $100,000, an interest rate of 12% per annum, and a maturity date of November 8, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $100,000.
On May 12, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $50,000, an interest rate of 12% per annum, and a maturity date of November 12, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.023 per share. We received net proceeds of $50,000.
On May 29, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $35,000, an interest rate of 12% per annum, and a maturity date of November 29, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.018 per share. We received net proceeds of $35,000.
On June 4, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $83,846, an interest rate of 12% per annum, and a maturity date of December 4, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.019 per share. We received net proceeds of $70,000 and converted accounts payable of $13,846 into note principal.
On June 18, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $43,846, an interest rate of 12% per annum, and a maturity date of December 18, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.017 per share. We received net proceeds of $30,000 and converted accounts payable of $13,846 into note principal.
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On June 25, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $50,000, an interest rate of 12% per annum, and a maturity date of December 25, 2025. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.0179 per share. We received net proceeds of $50,000.
On June 25, 2025, we issued to a trust controlled by Dr. Michael Dent a ten-year warrant to purchase 1,986,625 shares of our common stock at an exercise price of $0.02 per share in exchange for an agreement to extend certain notes payable to the trust for a period of six months.
The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit No. | Exhibit Description | |
| 31.1 | * | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
| 31.2 | * | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer |
| 32.1 | * | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
| 32.2 | * | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer |
| 101 | * | Inline XBRL Instance Document |
| Inline XBRL Taxonomy Extension Schema Document | ||
| Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | * | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 14, 2025
| HEALTHLYNKED CORP. | |||
| By: | /s/ Michael Dent | ||
| Name: | Michael Dent | ||
| Title: |
Chief Executive Officer and Chairman
(Principal Executive Officer) |
||
| By: | /s/ Jeremy Daniel | ||
| Name: | Jeremy Daniel | ||
| Title: | Chief Financial Officer and Principal Financial Officer | ||
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