UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10–Q

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from [ ] to [ ]

Commission file number: 000-55768

HealthLynked Corp.
(Exact name of registrant as specified in its charter)

Nevada		47-1634127
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


1265 Creekside Parkway, Suite 302, Naples FL 34108
(Address of principal executive offices)

(800) 928-7144
(Registrant’s telephone number, including area code)

(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. Yes ☒ No ☐

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~August 15,~~November 14, 2022, there were ~~244,010,125~~254,382,625 shares of the issuer’s common stock, par value $0.0001, outstanding.

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	35
Item 3	Quantitative and Qualitative Disclosures about Market Risk	4243
Item 4	Controls and Procedures	4243

Part II	OTHER INFORMATION	4344
Item 1	Legal Proceedings	4344
Item 1A	Risk Factors	4344
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3	Defaults upon Senior Securities	4344
Item 4	Mine Safety Disclosure	4344
Item 5	Other Information	4344
Item 6	Exhibits	4345

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
ASSETS	(Unaudited)						(Unaudited)
Current Assets
Cash	$	251,118		$	3,291,646		$	158,160		$	3,291,646
Accounts receivable, net of allowance for doubtful accounts of $-0- and $13,972 as of June 30, 2022 and December 31, 2021, respectively		90,081			86,287
Accounts receivable, net of allowance for doubtful accounts of $-0- and $13,972 as of September 30, 2022 and December 31, 2021, respectively								63,855			86,287
Inventory		182,937			134,930			188,546			134,930
Prepaid expenses and other		74,633			137,630			94,968			137,630
Total Current Assets		598,769			3,650,493			505,529			3,650,493

Property, plant and equipment, net of accumulated depreciation of $338,448 and $283,512 as of June 30, 2022 and December 31, 2021, respectively		471,869			350,482
Intangible assets, net of accumulated amortization of $1,231,283 and $873,417 as of June 30, 2022 and December 31, 2021, respectively		4,522,255			4,880,121
Property, plant and equipment, net of accumulated depreciation of $368,985 and $283,512 as of September 30, 2022 and December 31, 2021, respectively								441,332			350,482
Intangible assets, net of accumulated amortization of $1,410,250 and $873,417 as of September 30, 2022 and December 31, 2021, respectively								4,343,288			4,880,121
Goodwill		1,480,238			1,148,105			1,468,063			1,148,105
Right of use lease assets		728,921			526,730			636,267			526,730
Deferred equity compensation and deposits		116,750			138,625			84,091			138,625

Total Assets	$	7,918,802		$	10,694,556		$	7,478,570		$	10,694,556

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	971,993		$	790,843		$	1,194,293		$	790,843
Contract liabilities		37,636			72,838			65,252			72,838
Lease liability, current portion		385,745			288,966			378,759			288,966
Due to related party, current portion		300,600			300,600			300,600			300,600
Notes payable, current portion		40,525			—
Notes payable, current portion, net of unamortized original issue discount of $20,879 and $-0- as of September 30, 2022 and December 31, 2021								397,869			---
Liability-classified equity instruments, current portion		35,000			61,250			30,625			61,250
Contingent acquisition consideration, current portion		208,436			403,466			128,074			403,466
Total Current Liabilities		1,979,935			1,917,963			2,495,472			1,917,963

Long-Term Liabilities
Government notes payable, long term portion		450,000			450,000			450,000			450,000
Liability-classified equity instruments, long term portion		101,250			101,250			52,500			101,250
Contingent acquisition consideration, long term portion		237,780			782,224			184,659			782,224
Lease liability, long term portion		345,236			239,225			259,845			239,225

Total Liabilities		3,114,201			3,490,662			3,442,476			3,490,662

Shareholders’ Equity
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 239,080,428 and 237,893,473 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		23,908			23,789
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2,750			2,750
Common stock issuable, $0.0001 par value; 1,207,472 and 719,366 shares as of June 30, 2022 and December 31, 2021, respectively		345,042			282,347
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 247,857,625 and 237,893,473 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively								24,786			23,789
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively								2,750			2,750
Common stock issuable, $0.0001 par value; 1,329,469 and 719,366 shares as of September 30, 2022 and December 31, 2021, respectively								345,345			282,347
Additional paid-in capital		39,396,034			39,100,197			40,410,147			39,100,197
Accumulated deficit		(34,963,133	)		(32,205,189	)		(36,746,934	)		(32,205,189	)
Total Shareholders’ Equity		4,804,601			7,203,894			4,036,094			7,203,894

Total Liabilities and Shareholders’ Equity	$	7,918,802		$	10,694,556		$	7,478,570		$	10,694,556

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

~~HEALTHLYNKED CORP.~~

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenue
Patient service revenue, net	$	1,431,776		$	1,470,550		$	2,807,461		$	2,984,926		$	1,262,253		$	1,394,356		$	4,069,714		$	4,379,282
Medicare shared savings revenue														---			2,419,312			---			2,419,312
Subscription, consulting and event revenue		86,296			71,864			170,514			159,519			89,977			69,595			260,491			229,114
Product revenue		130,459			168,206			277,428			350,869			95,449			161,456			372,877			512,325
Total revenue		1,648,531			1,710,620			3,255,403			3,495,314			1,447,679			4,044,719			4,703,082			7,540,033

Operating Expenses and Costs
Practice salaries and benefits		816,398			903,032			1,534,471			1,566,969			810,058			739,024			2,344,529			2,305,993
Other practice operating expenses		639,119			511,004			1,201,770			1,241,788			695,300			549,086			1,897,070			1,790,874
Medicare shared savings expenses		237,149			197,463			464,878			408,970			337,533			1,748,585			802,411			2,157,555
Cost of product revenue		170,543			159,998			331,354			328,594			87,775			145,432			419,129			474,026
Selling, general and administrative expenses		1,255,511			1,147,478			2,590,651			2,513,615			1,088,133			1,147,591			3,678,784			3,661,206
Depreciation and amortization		208,912			206,469			412,802			418,127			209,504			205,311			622,306			623,438
Total Operating Expenses and Costs		3,327,632			3,125,444			6,535,926			6,478,063			3,228,303			4,535,029			9,764,229			11,013,092

Loss from operations		(1,679,101	)		(1,414,824	)		(3,280,523	)		(2,982,749	)		(1,780,624	)		(490,310	)		(5,061,147	)		(3,473,059	)

Other Income (Expenses)
Gain (loss) on extinguishment of debt		—			632,826			—			(4,957,168	)		---			---			---			(4,957,168	)
Change in fair value of debt		—			—			—			(19,246	)		---			---			---			(19,246	)
Financing cost														(110,000	)		---			(110,000	)		---
Amortization of original issue discounts on notes payable														(21,020	)		---			(21,020	)		---
Change in fair value of contingent acquisition consideration		93,768			274,611			532,090			(361,089	)		133,483			126,411			665,573			(234,678	)
Interest (expense) income		(4,488	)		1,623			(9,511	)		(8,965	)		(5,640	)		(4,118	)		(15,151	)		(13,083	)
Total other income (expenses)		89,280			909,060			522,579			(5,346,468	)		(3,177	)		122,293			519,402			(5,224,175	)

Net loss before provision for income taxes		(1,589,821	)		(505,764	)		(2,757,944	)		(8,329,217	)		(1,783,801	)		(368,017	)		(4,541,745	)		(8,697,234	)

Provision for income taxes		—			—			—			—			---			---			---			---

Net loss	$	(1,589,821	)	$	(505,764	)	$	(2,757,944	)	$	(8,329,217	)		(1,783,801	)		(368,017	)		(4,541,745	)		(8,697,234	)

Deemed dividend - amortization of beneficial conversion feature		(88,393	)		(88,393	)		(176,786	)		(176,786	)		(88,393	)		(88,393	)		(265,179	)		(265,179	)

Net loss to common shareholders	$	(1,678,214	)	$	(594,157	)	$	(2,934,730	)	$	(8,506,003	)	$	(1,872,194	)	$	(456,410	)	$	(4,806,924	)	$	(8,962,413	)

Net loss per share to common shareholders, basic and diluted:
Basic	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.04	)
Fully diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.04	)		(0.01	)		(0.00	)		(0.02	)		(0.04	)

Weighted average number of common shares:
Basic		238,595,764			228,007,727			238,304,228			220,823,912			243,355,562			232,203,244			240,006,507			224,658,709
Fully diluted		238,595,764			228,007,727			238,304,228			220,823,912			243,355,562			232,203,244			240,006,507			224,658,709

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

~~THREE AND SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

	Number of Shares								Common			Additional					Total Shareholders’			Number of Shares								Common			Additional					Total
	Common		Preferred		Common		Preferred		Stock			Paid-in		Accumulated			Equity			Common		Preferred		Common		Preferred		Stock			Paid-in		Accumulated			Shareholders’
	Stock		Stock		Stock		Stock		Issuable			Capital		Deficit			(Deficit)			Stock		Stock		Stock		Stock		Issuable			Capital		Deficit			Equity
	(#)		(#)		($)		($)		($)			($)		($)			($)			(#)		(#)		($)		($)		($)			($)		($)			($)
Balance at December 31, 2021		237,893,473		2,750,000		23,789		2,750		282,347			39,100,197		(32,205,189	)		7,203,894			237,893,473		2,750,000		23,789		2,750		282,347			39,100,197		(32,205,189	)		7,203,894

Consultant and director fees payable with common shares and warrants		5,250		—		1		—		73,470			8,044		—			81,515			5,250		---		1		---		73,470			8,044		---			81,515
Shares and options issued to employees		133,000		—		13		—		(37,777	)		64,547		—			26,783			133,000		---		13		---		(37,777	)		64,547		---			26,783
Exercise of stock options		1,394		—		—		—		—			—		—			—			1,394		---		---		---		---			---		---			---
Net loss		—		—		—		—		—			—		(1,168,123	)		(1,168,123	)		---		---		---		---		---			---		(1,168,123	)		(1,168,123	)

Balance at March 31, 2022		238,033,117		2,750,000		23,803		2,750		318,040			39,172,788		(33,373,312	)		6,144,069			238,033,117		2,750,000		23,803		2,750		318,040			39,172,788		(33,373,312	)		6,144,069

Sales of common stock		66,667		—		7		—		—			8,270		—			8,277			66,667		---		7		---		---			8,270		---			8,277
Fair value of warrants allocated to proceeds of common stock		—		—		—		—		—			1,723		—			1,723			---		---		---		---		---			1,723		---			1,723
Shares issued in acquisition of AEU		871,633		—		79		—		—			103,725		—			103,804			871,633		---		79		---		---			103,725		---			103,804
Consultant and director fees payable with common shares and warrants		79,011		—		16		—		58,252			47,164		—			105,432			79,011		---		16		---		58,252			47,164		---			105,432
Shares and options issued to employees		30,000		—		3		—		(31,250	)		62,364		—			31,117			30,000		---		3		---		(31,250	)		62,364		---			31,117
Net loss		—		—		—		—		—			—		(1,589,821	)		(1,589,821	)		---		---		---		---		---			---		(1,589,821	)		(1,589,821	)

Balance at June 30, 2022		239,080,428		2,750,000		23,908		2,750		345,042			39,396,034		(34,963,133	)		4,804,601			239,080,428		2,750,000		23,908		2,750		345,042			39,396,034		(34,963,133	)		4,804,601
Sales of shares pursuant to Standby Equity Purchase Agreement																					2,708,100		---		271		---					297,134		---			297,405
Stock based financing fees																					895,255		---		90		---					99,910		---			100,000
Other sales of common stock																					4,931,818				493							405,587					406,080
Fair value of warrants allocated to proceeds of common stock																							---				---					118,920		---			118,920
Consultant and director fees payable with common shares and warrants																					142,024		---		14		---		43,803			49,036		---			92,853
Shares and options issued to employees																					100,000		---		10		---		(43,500	)		43,526		---			36
Net loss																					---		---		---		---		---			---		(1,783,801	)		(1,783,801	)
Balance at September 30, 2022																					247,857,625		2,750,000		24,786		2,750		345,345			40,410,147		(36,746,934	)		4,036,094

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

NINE MONTHS ENDED SEPTEMBER 30, 2021

(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, 2020		187,967,881		2,750,000		18,797		2,750		262,273			22,851,098		(21,784,910	)		1,350,008

Sales of common stock		14,793,864		---		1,479		---					2,981,367		---			2,982,846
Fair value of warrants allocated to proceeds of common stock		---		---		---		---					1,406,515		---			1,406,515
Conversion of convertible notes payable to common stock		13,538,494		---		1,354		---					4,060,194		---			4,061,548
Fair value of warrants issued in connection with conversion and retirement of convertible notes payable		---		---		---		---		---			3,201,138		---			3,201,138
Fair value of warrants issued for professional services		---		---		---		---		---			32,426		---			32,426
Consultant and director fees payable with common shares and warrants		475,000		---		48		---		114,500			122,781		---			237,329
Shares and options issued pursuant to employee equity incentive plan		240,310		---		24		---		(14,956	)		52,337		---			37,405
Exercise of stock warrants		9,047,332		---		905		---		62,500			613,316		---			676,721
Exercise of stock options		12,500		---		1		---					3,149		---			3,150
Net loss		---		---		---		---		---			---		(7,823,453	)		(7,823,453	)

Balance at March 31, 2021		226,075,381		2,750,000		22,608		2,750		424,317			35,324,321		(29,608,363	)		6,165,633

Sales of common stock		374,177		---		37		---		---			177,642		---			177,679
Fair value of warrants allocated to proceeds of common stock		---		---		---		---		---			82,320		---			82,320
Fair value of warrants issued for professional services		---		---		---		---		---			3,603		---			3,603
Consultant and director fees payable with common shares and warrants		93,492		---		9		---		68,807			17,990		---			86,806
Shares and options issued pursuant to employee equity incentive plan		875,047		---		88		---		(147,791	)		211,358		---			63,655
Exercise of stock warrants		1,225,000		---		123		---		62,500			152,378		---			215,001
Exercise of stock options		133,000		---		13		---		---			13,287		---			13,300
Net loss		---		---		---		---		---			---		(505,764	)		(505,764	)

Balance at June 30, 2021		228,776,097		2,750,000		22,878		2,750		407,833			35,982,899		(30,114,127	)		6,302,233
Sales of common stock		4,703,704		---		470		---		---			1,608,874		---			1,609,344
Fair value of warrants allocated to proceeds of common stock		---		---		---		---		---			690,577		---			690,577
Contingent acquisition consideration issuable		---		---		---		---		366,300			---		---			366,300
Fair value of warrants issued for professional services		---		---		---		---		---			3,603		---			3,603
Consultant and director fees payable with common shares and warrants		8,750		---		1		---		84,785			4,942		---			89,728
Shares and options issued pursuant to employee equity incentive plan		375,000		---		37		---		(5,550	)		25,955		---			20,442
Exercise of stock warrants		1,840,278		---		184		---		(125,000	)		181,066		---			56,250
Net loss		---		---		---		---		---			---		(368,017	)		(368,017	)
Balance at September 30, 2021		235,703,829		2,750,000		23,570		2,750		728,368			38,497,916		(30,482,144	)		8,770,460

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2022			2021
Cash Flows from Operating Activities
Net loss	$	(4,541,745	)	$	(8,697,234	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		622,306			623,438
Stock based compensation, including amortization of deferred equity compensation		326,485			574,998
Amortization of debt discount		21,020			---
Stock-based financing cost		100,000			---
Loss on extinguishment of debt		---			4,957,168
Change in fair value of debt		---			19,246
Change in fair value of contingent acquisition consideration		(665,573	)		234,678
Changes in operating assets and liabilities:
Accounts receivable		22,432			(25,831	)
Inventory		(40,345	)		(11,706	)
Prepaid expenses and deposits		29,072			(40,516	)
Right of use lease assets		255,632			78,835
Accounts payable and accrued expenses		370,413			800,732
Lease liability		(254,756	)		(82,102	)
Contract liabilities		(7,585	)		(58,890	)
Net cash used in operating activities		(3,762,644	)		(1,627,184	)

Cash Flows from Investing Activities
Acquisition, net of cash acquired		(313,802	)		---
Payment of contingent acquisition consideration		(207,384	)		(322,106	)
Acquisition of property and equipment		(23,564	)		(12,475	)
Net cash used in investing activities		(544,750	)		(334,581	)

Cash Flows from Financing Activities
Proceeds from sale of common stock		706,787			6,949,281
Proceeds from exercise of options and warrants		---			350,200
Proceeds from notes payable		522,500			---
Repayment of notes payable		(55,379	)		(51,109	)
Net cash provided by financing activities		1,173,908			7,248,372

Net (decrease) increase in cash		(3,133,486	)		5,286,607
Cash, beginning of period		3,291,646			162,184

Cash, end of period	$	158,160		$	5,448,791

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2,514		$	232
Cash paid during the period for income tax	$	---		$	---
Schedule of non-cash investing and financing activities:
Fair value of shares issued as purchase price consideration	$	103,804		$	---
Common stock issuable issued during period	$	112,528		$	192,547
Net carrying value of equity liabilities (assets) written off	$	21,359		$	---
Proceeds from sale of common stock under Standby Equity Purchase Agreement applied to note payable balance	$	125,618		$	---
Debt discount and original issue discount allocated to proceeds of notes payable	$	38,500		$	---
Recognition of operating lease: right of use asset and lease liability	$	284,905		$	---
Forgiveness of government loans	$	---		$	632,826
Fair value of warrants issued for professional service	$	---		$	36,030
Incremental fair value of warrants modified to extend maturity date of convertible notes payable	$	---		$	126,502
Conversion of convertible note payable to common shares	$	---		$	4,061,549
Fair value of warrants issued in connection with conversion of convertible notes payable	$	---		$	3,074,637
Accrued liabilities relieved upon cashless exercise of warrants	$	---		$	614,221
Contingent acquisition consideration payable in common stock	$	---		$	366,300

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

~~CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)~~

~~THREE AND SIX MONTHS ENDED JUNE 30, 2021~~

~~(UNAUDITED)~~

Number of Shares Common Additional Total
Shareholders’
Common Preferred Common Preferred Stock Paid-in Accumulated Equity
Stock Stock Stock Stock Issuable Capital Deficit (Deficit)
(#) (#) ($) ($) ($) ($) ($) ($)
Balance at December 31, 2020 187,967,881 2,750,000 18,797 2,750 262,273 22,851,098 (21,784,910 ) 1,350,008

Sales of common stock 14,793,864 — 1,479 — 2,981,367 — 2,982,846
Fair value of warrants allocated to proceeds of common stock — — — — 1,406,515 — 1,406,515
Conversion of convertible notes payable to common stock 13,538,494 — 1,354 — 4,060,194 — 4,061,548
Fair value of warrants issued in connection with conversion and retirement of convertible notes payable — — — — — 3,201,138 — 3,201,138
Fair value of warrants issued for professional services — — — — — 32,426 — 32,426
Consultant and director fees payable with common shares and warrants 475,000 — 48 — 114,500 122,781 — 237,329
Shares and options issued pursuant to employee equity incentive plan 240,310 — 24 — (14,956 ) 52,337 — 37,405
Exercise of stock warrants 9,047,332 — 905 — 62,500 613,316 — 676,721
Exercise of stock options 12,500 — 1 — 3,149 — 3,150
Net loss — — — — — — (7,823,453 ) (7,823,453 )

Balance at March 31, 2021 226,075,381 2,750,000 22,608 2,750 424,317 35,324,321 (29,608,363 ) 6,165,633

Sales of common stock 374,177 — 37 — — 177,642 — 177,679
Fair value of warrants allocated to proceeds of common stock — — — — — 82,320 — 82,320
Fair value of warrants issued for professional services — — — — — 3,603 — 3,603
Consultant and director fees payable with common shares and warrants 93,492 — 9 — 68,807 17,990 — 86,806
Shares and options issued pursuant to employee equity incentive plan 875,047 — 88 — (147,791 ) 211,358 — 63,655
Exercise of stock warrants 1,225,000 — 123 — 62,500 152,378 — 215,001
Exercise of stock options 133,000 — 13 — — 13,287 — 13,300
Net loss — — — — — — (505,764 ) (505,764 )

Balance at June 30, 2021 228,776,097 2,750,000 22,878 2,750 407,833 35,982,899 (30,114,127 ) 6,302,233

~~See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements~~

~~HEALTHLYNKED CORP.~~

~~CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS~~

~~(UNAUDITED)~~

Six Months Ended June 30,
2022 2021
Cash Flows from Operating Activities
Net loss $ (2,757,944 ) $ (8,329,217 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 412,802 418,127
Stock based compensation, including amortization of deferred equity compensation 261,722 461,224
Loss on extinguishment of debt — 4,957,168
Change in fair value of debt — 19,246
Change in fair value of contingent acquisition consideration (532,090 ) 361,089
Changes in operating assets and liabilities:
Accounts receivable (3,794 ) 2,585
Inventory (48,008 ) (17,517 )
Prepaid expenses and deposits 41,747 (23,125 )
Right of use lease assets 162,979 50,447
Accounts payable and accrued expenses 142,014 (90,489 )
Lease liability (162,379 ) (52,312 )
Contract liabilities (35,201 ) (18,578 )
Net cash used in operating activities (2,518,152 ) (2,261,352 )

Cash Flows from Investing Activities
Acquisition, net of cash acquired (300,916 ) —
Payment of contingent acquisition consideration (207,384 ) (196,000 )
Acquisition of property and equipment (23,564 ) (7,399 )
Net cash used in investing activities (531,864 ) (203,399 )

Cash Flows from Financing Activities
Proceeds from sale of common stock 10,000 4,649,360
Proceeds from exercise of options and warrants — 293,951
Repayment of notes payable (512 ) (51,109 )
Net cash provided by financing activities 9,488 4,892,202

Net increase (decrease) in cash (3,040,528 ) 2,427,451
Cash, beginning of period 3,291,646 162,184

Cash, end of period $ 251,118 $ 2,589,635

Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,126 $ 232
Cash paid during the period for income tax $ — $ —
Schedule of non-cash investing and financing activities:
Fair value of shares issued as purchase price consideration $ 103,804 $ —
Common stock issuable issued during period $ 69,028 $ 186,997
Fair value of liability-classified equity instruments cancelled (net of earned) $ 26,250 $ —
Recognition of operating lease: right of use asset and lease liability
$
284,905
$
—
Fair value of warrants issued for professional service $ — $ 32,427
Incremental fair value of warrants modified to extend maturity date of convertible notes payable $ — $ 126,502
Conversion of convertible note payable to common shares $ — $ 4,061,549
Fair value of warrants issued in connection with conversion of convertible notes payable $ — $ 3,074,637
Accrued liabilities relieved upon cashless exercise of warrants $ — $ 614,221

~~See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements~~

~~HEALTHLYNKED CORP.~~

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(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 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of “blank check” preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares.

WeThe Company currently ~~operate~~operates in four distinct divisions: the Health Services Division, the Digital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and the Medical Distribution Division. The Health Services division is comprised of the operations of (i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice engaged in improving the health of its patients through individualized and integrative health care, (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. The Digital Healthcare division develops and operates an online personal medical information and record archive system, the “HealthLynked Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. The ACO/MSO Division is comprised of the operations of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020. CHM and AHP operate an Accountable Care Organization (“ACO”) and Managed Service Organization (“MSO”) that assists physician practices in providing coordinated and more efficient care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. The Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. As described in Note 18, “Subsequent Events,” during October 2022, the Company’s Board of Directors approved the sale of the ACO/MSO Division. The Company expects to complete sale by first quarter 2023 and use the cash proceeds generated from the sale to supplement its operating cash requirements and pursue additional acquisitions.

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, 2021 and 2020, 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, 2022, as amended by the Company’s Form 10-K/A filed with the Commission on June ~~30,~~3, 2022. 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~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.

On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its seven subsidiaries: NWC, NCFM, BTG, CHM, AHP, MOD and AEU. 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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying 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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

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

Revenue Recognition

Patient service revenue

Patient service revenue is earned for GYN services provided to patients at our NWC facility, functional medicine services provided to patients at our NCFM facility, and physical therapy services provided to patients at our BTG facility. 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. These amounts are due from patients and third-party payors (including health insurers and government programs) and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time, which includes prepaid BTG physical therapy bundles for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation 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 BTG physical therapy bundles, 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.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by 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 ~~years~~nine months ended ~~December 31,~~September 30, 2022 or 2021 to the judgments applied in determining the amount and timing of patient service revenue.

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

●

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

●

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

●

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

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM, BTG and AEU are provided on a cash basis and not submitted through third party insurance providers. Contract liabilities related to prepaid BTG patient service revenue were ~~$26,249~~$23,015 and $42,530 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Medicare Shared Savings Revenue

The Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the fiscal quarter ended September 30 for the program year ended December 31 of the previous year. ~~Because~~Based on the ACO operating agreements, the Company bears all costs of the ~~timing~~ACO operations until revenue is recognized. At that point, the Company shares in up to 100% of ~~recognition of Medicare shared savings~~the revenue ~~no Medicare shared savings revenue was recognized in the three or six months ended June 30, 2022 or 2021.~~to recover its costs incurred.

Consulting and Event Revenue

Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded as a contract liability at each balance sheet date. Contract liabilities related to consulting revenue were ~~$-0-~~$25,000 and $25,000 as of ~~June~~September 30, 2022 and December 31, 2021, respectively. Event revenue, comprised of admission fees for summit events, is recognized when an event is held.

Product Revenue

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 were ~~$11,387~~$17,237 and $5,308 as of ~~June~~September 30, 2022 and December 31, 2021, respectively. There were no contract assets as of ~~June~~September 30, 2022 or December 31, 2021.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. Product return allowance was ~~$7,694~~$5,643 and $14,834 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Contract Liabilities

Contract liabilities represent payments from customers for consulting services, patient services and medical products that precede the Company’s service or product fulfillment performance obligation. The Company’s total contract liabilities balance ~~was $37,636~~were $65,252 and $72,838 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Provider shared savings expense

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

Expense related to the Annual Provider Payment is recognized in the period in which the size of the Annual Provider Payment pool is determined, which typically corresponds to the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year. ~~Because of the timing of recognition of Medicare shared savings revenue, no expense related to Annual Provider Payment was recognized in the three or six months ended June 30, 2022 or 2021.~~

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 $250,000. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had $-0- and $2,957,040 in excess of the FDIC insured limit, respectively.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s gross patient services accounts receivable were ~~$96,469~~$84,905 and $193,363, respectively, and net patient services accounts receivable were ~~$46,305~~$41,349 and $86,287, respectively, based upon net reporting of accounts receivable. The Company also had consulting services receivable of $22,506 and $-0- as of September 30, 2022 and December 31, 2021, respectively. As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s allowance of doubtful accounts was $-0- and $13,972, respectively.

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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. See Note 8 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.

Goodwill and Intangible Assets

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

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

The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and ~~six~~nine months ended ~~June~~September 30, 2022 or 2021.

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 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Convertible Notes

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

Government Notes Payable

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

Fair Value of Assets and Liabilities

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

●

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

●

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

●

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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and nonemployees under 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.

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. No income tax has been provided for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, since the Company has sustained a loss for both 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 cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

Deemed Dividend

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

Net 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~~nine months ended ~~June~~September 30, 2022 and 2021, 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~~September 30, 2022 and December 31, 2021, potentially dilutive securities were comprised of (i) ~~59,043,659~~62,259,569 and 59,796,992 warrants outstanding, respectively, (ii) ~~3,949,250~~3,999,250 and 3,456,250 stock options outstanding, respectively, (iii) ~~119,768~~219,768 and 302,050 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, (iv) up to 1,329,469 common shares issuable that are earned but not paid under consulting and ~~(iv)~~director compensation arrangements, and (v) up to 13,750,000 and 13,750,000 shares of common stock issuable upon conversion of Series B Preferred.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, 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.

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.

Business Segments

The Company uses the “management approach” 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 four operating segments: Health Services (multi-specialty medical group including the NWC GYN practice, the NCFM functional medicine practice, the BTG physical therapy practice, and the AEU cosmetic services practice), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices).

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

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

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance.

Recently Adopted Pronouncements

In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this standard in the year ended December 31, 2021. The adoption did not have a material effect on the Company’s consolidated financial statements.

In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU 2021-04 is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements. The Company adopted this standard for the year ended December 31, 2022. 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

Liquidity and Going Concern

During the second quarter of 2014, the 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, 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. 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 15,~~(November 14, 2022). 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 15,~~November 14, 2023.

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.

The Company has experienced net losses and cash outflows from operating activities since inception. As of ~~June~~September 30, 2022, the Company had cash balances of ~~$251,118,~~$158,160, a working capital deficit of ~~$1,381,166~~$1,989,943 and an accumulated deficit of ~~$34,963,133.~~$36,746,934. For the ~~six~~nine months ended ~~June~~September 30, 2022, the Company had a net loss of ~~$2,757,944,~~$4,541,745, net cash used by operating activities of ~~$2,518,152,~~$3,762,644, and ~~$9,488~~$1,173,908 provided by financing activities. The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 months.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS (CONTINUED)

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 condensed consolidated financial statements were issued.

On July 5, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) (See Note ~~19 Subsequent Events~~13, “Shareholders’ Equity,” below for additional ~~information)~~information on the SEPA). Pursuant to the SEPA, the Company shall have the right to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the three-year commitment period set forth in the SEPA. The sale of common stock pursuant to the SEPA provides the Company with additional cash flow availability for operational purposes. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by the Company to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of the Company’s common stock during the applicable pricing period, the Company cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds to be raised by the Company from those sales, if any. During the three and nine months ended September 30, 2022, the Company made 11 advances under the SEPA, receiving $297,405 in proceeds for the issuance of 2,708,100 shares of common stock, of which $125,618 was applied to the balance of the Promissory Note (as defined below).

On July 19, 2022, the Company issued to Yorkville a promissory note with an initial principal amount equal to $550,000 (the “Promissory Note”) at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. The Promissory Note will mature on the six-month anniversary of execution (See Note ~~19 Subsequent Events~~12, “Notes Payable,” below for additional information). During the three and nine months ended September 30, 2022, the Company made payments of $149,595 against the Promissory Note, including $125,618 applied from proceeds of sales of common stock under the SEPA. The unpaid principal balance as of September 30, 2022 was $411,405.

As described further in Note 18, “Subsequent Events,” during October 2022, the Company’s Board of Directors approved a plan to sell the ACO/MSO Division, comprised of the operations of CHM and its subsidiary AHP, which were acquired by the Company on May 18, 2020. CHM and AHP operate an ACO that assists physician practices in providing coordinated and more efficient care to patients via the MSSP, as administered by the CMS, which rewards providers for efficiency in patient care. The Company expects to use the cash proceeds generated from a sale to supplement its operating cash requirements and pursue additional acquisitions. The Company expects to complete a sale by the first quarter of 2023.

Without raising additional capital, either via ~~Advances~~additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through ~~August 15,~~November 14, 2023. 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.

~~COVID-19~~

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

NOTE 4 – ACQUISITION

On May 13, 2022, the Company acquired AEU, a patient service facility specializing in minimally and non-invasive cosmetic services including fat reduction, body sculpting, wrinkle reduction, hair removal, IV hydration, and feminine rejuvenation. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). Following the acquisition, AEU was incorporated into the Company’s Health Services segment.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 4 – ACQUISITION (CONTINUED)~~

Under the terms of acquisition, the Company paid AEU equity holders consideration of (i) ~~$125,000~~$139,923 cash (less ~~$9,161~~$11,198 cash on hand at AEU as of the closing date), (ii) payment in cash of direct financial obligation of AEU on, or in close proximity to, the date of the business combination, in the amount of $185,077, and (iii) 792,394 shares of Company common stock at ~~closing. The total consideration fair value represents~~closing with a ~~transaction value of $404,720. The following table summarizes the~~ fair value of ~~consideration paid:~~

Cash consideration $ 125,000
Payment of AEU debt obligations in cash 185,077
Fair value of shares issued at closing 103,804
Less cash received (9,161 )

Total Fair Value of Consideration Paid $ 404,720

~~The fair value of the 792,394 common shares issued as part of the acquisition consideration was~~$103,804 determined using the average closing price of the Company’s common shares for the five days preceding the acquisition date.

The total consideration fair value represents a transaction value of $417,606. The following table summarizes the ~~preliminary~~fair value of consideration paid:

Fair value of shares issued at closing	$	103,804
Cash consideration		139,923
Payment of AEU debt obligations in cash		185,077
Less cash received		(11,198	)
Total Fair Value of Consideration Paid	$	417,606

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 4 – ACQUISITION (CONTINUED)

The following table summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed at the acquisition date:

Property, plant and equipment	$	152,759
Inventory				$	13,272
Fixed assets					152,759
Right of use lease asset		80,264			80,264
Accounts payable and accrued expenses		(32,493	)
Accounts payable and accruals					(33,037	)
Loans payable		(41,037	)		(35,346	)
Amounts due to sellers		(6,642	)
Lease liability		(80,264	)		(80,264	)

Fair Value of Identifiable Assets Acquired and Liabilities Assumed	$	72,587		$	97,648

Goodwill of ~~$332,133~~$319,958 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes.

The following table represents the pro forma consolidated income statement as if AEU had been included in the consolidated results of the Company for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue	$	3,471,595		$	4,914,468		$	4,919,274		$	5,245,035
Net loss	$	(2,671,630	)	$	(5,457,676	)	$	(4,455,431	)	$	(8,568,344	)

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of AEU to reflect the additional depreciation that would have been charged assuming the fair value adjustments to property, plant and equipment had been applied on January 1 ~~2021.~~of the period presented.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

NOTE 5 – PREPAID EXPENSES AND OTHER

Prepaid and other expenses as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021

Insurance prepayments	$	23,835		$	25,020		$	20,899		$	25,020
Other expense prepayments		15,298			50,860			30,910			50,860
Rent deposits		44,125			49,125			44,125			49,125
Deferred equity compensation		108,125			151,250			83,125			151,250
Total prepaid expenses and other		191,383			276,255			179,059			276,255
Less: long term portion		(116,750	)		(138,625	)		(84,091	)		(138,625	)
Prepaid expenses and other, current portion	$	74,633		$	137,630		$	94,968		$	137,630

Deferred equity compensation reflects common stock grants made in 2021 from the Company’s 2021 Equity Incentive Plan that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the equity compensation was ~~$165,000.~~$255,000. Amortization was ~~$9,062~~$1,359 and $-0-, respectively, in the three months ended ~~June~~September 30, 2022 and ~~$18,125~~$19,484 and $-0-, respectively, in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021. At inception, the Company recorded a corresponding liability captioned “Liability-classified equity instruments.”

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021

Medical equipment	$	493,854		$	484,126		$	493,854		$	484,126
Furniture, office equipment and leasehold improvements		316,463			149,868			316,463			149,868

Total property, plant and equipment		810,317			633,994			810,317			633,994
Less: accumulated depreciation		(338,448	)		(283,512	)		(368,985	)		(283,512	)

Property, plant and equipment, net	$	471,869		$	350,482		$	441,332		$	350,482

Depreciation expense during the three months ended ~~June~~September 30, 2022 and 2021 was ~~$29,967~~$30,537 and ~~$27,525,~~$26,343, respectively. Depreciation expense during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~$54,936~~$85,473 and ~~$54,421,~~$80,764, respectively.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

NOTE 7 – INTANGIBLE ASSETS AND GOODWILL

Identifiable intangible assets as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021

NCFM: Medical database	$	1,101,538		$	1,101,538		$	1,101,538		$	1,101,538
NCFM: Website		41,000			41,000			41,000			41,000
CHM: ACO physician contracts		1,073,000			1,073,000			1,073,000			1,073,000
MOD: Website		3,538,000			3,538,000			3,538,000			3,538,000

Total intangible assets		5,753,538			5,753,538			5,753,538			5,753,538
Less: accumulated amortization		(1,231,283	)		(873,417	)		(1,410,250	)		(873,417	)

Intangible assets, net	$	4,522,255		$	4,880,121		$	4,343,288		$	4,880,121

Goodwill as of ~~June~~September 30, 2022 and December 31, 2021 was as follows:

	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021

CHM	$	381,856	$	381,856	$	381,856	$	381,856
MOD		766,249		766,249		766,249		766,249
AEU		332,133		—		319,958		---

Goodwill	$	1,480,238	$	1,148,105	$	1,468,063	$	1,148,105

Goodwill and intangible assets arose from the acquisitions of NCFM in April 2019, CHM in May 2020, MOD in October 2020, and AEU in May 2022. The NCFM medical database is assumed to have an indefinite life and is not amortized and the website is being amortized on a straight-line basis over its estimated useful life of five years. The CHM ACO physician contracts are assumed to have an indefinite life and are not amortized. The MOD website is being amortized on a straight-line basis over its estimated useful life of five years.

Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisitions of CHM, MOD, and AEU.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 7 – INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Amortization expense related to intangible assets in the three months ended ~~June~~September 30, 2022 and 2021 was ~~$178,945~~$178,967 and ~~$178,944,~~$178,968, respectively. Amortization expense in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~$357,866~~$536,833 and ~~$363,706,~~$542,674, respectively. No impairment charges were recognized related to goodwill and intangible assets in the three and ~~six~~nine months ended ~~June~~September 30, 2022 or 2021.

NOTE 8 – LEASES

The Company has separate operating leases for office space related to its NWC, NCFM, BTG and AEU practices, two separate leases relating to its corporate headquarters, and a copier lease that expire in July 2023, May 2025, March 2023, March 2026, November 2023, November 2023 and January 2027, respectively. As of ~~June~~September 30, 2022, the Company’s weighted-average remaining lease term relating to its operating leases was ~~2.3~~2.1 years, with a weighted-average discount rate of ~~12.10%~~11.36%.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 8 – LEASES (CONTINUED)~~

The table below summarizes the Company’s lease-related assets and liabilities as of ~~June~~September 30, 2022 and December 31, 2021:

	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Lease assets	$	728,921	$	526,730	$	636,267	$	526,730

Lease liabilities
Lease liabilities (short term)	$	385,745	$	288,966	$	378,759	$	288,966
Lease liabilities (long term)		345,236		239,225		259,845		239,225
Total lease liabilities	$	730,981	$	528,191	$	638,604	$	528,191

Lease expense was ~~$105,514~~$123,069 and ~~$76,855~~$99,544 in the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$206,908~~$31,814 and ~~$142,366~~$241,909 in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Maturities of operating lease liabilities were as follows as of ~~June~~September 30, 2022:

2022 (July to December)	$	238,231
2022 (October to December)				$	119,116
2023		396,833			396,833
2024		126,116			126,116
2025		74,729			74,729
2026		18,148			18,148
2027		990			990
Total lease payments		855,047			735,932
Less interest		(124,066	)		(97,328	)
Present value of lease liabilities	$	730,981		$	638,604

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Amounts related to accounts payable and accrued expenses as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:

June 30, December 31,
2022 2021

Trade accounts payable $ 523,144 $ 306,220
Accrued payroll liabilities 128,899 172,500
Accrued operating expenses 264,852 265,411
Accrued interest 55,098 46,712
Accrued settlement of litigation and other dispute — —
$ 971,993 $ 790,843

	September 30,		December 31,
	2022		2021

Trade accounts payable	$	649,185	$	306,220
Accrued payroll liabilities		94,106		172,500
Accrued operating expenses		391,653		265,411
Accrued interest		59,349		46,712
	$	1,194,293	$	790,843

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 10 – CONTRACT LIABILITIES

Amounts related to contract liabilities as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:

	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021

Patient services paid but not provided	$	26,249	$	42,530	$	23,015	$	42,530
Consulting services paid but not provided		—		25,000		25,000		25,000
Unshipped products		11,387		5,308		17,237		5,308
	$	37,636	$	72,838	$	65,252	$	72,838

Contract liabilities relate to contracted consulting services at CHM for which payment has been made but services have not yet been rendered as of the measurement date, physical therapy services purchased as a prepaid bundle for which services have not yet been provided, and MOD products that have been ordered and paid for by the customer, but which have not been shipped as of the measurement date. The Company typically satisfies its performance obligations related to such contracts, for which payment is typically made prior to the goods or services being provided, upon completion of service or shipment of product.

NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS

Amounts due to related parties as of ~~June~~September 30, 2022 and December 31, 2021 were comprised of deferred compensation payable to the Company’s founder and CEO, Dr. Michael Dent, in the amount of $300,600.

The Company paid consulting fees to Dr. Dent’s spouse pursuant to a consulting agreement amounting to $39,038 and ~~$44,808~~$33,462 in the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$61,346~~$100,385 and ~~$78,269~~$111,731 in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

NOTE 12 – ~~GOVERNMENT AND OTHER~~ NOTES PAYABLE

Notes payable as of September 30, 2022 and December 31, 2021 were as follows:

	September 30,			December 31,
	2022			2021

SBA Disaster relief loans	$	450,000		$	450,000
Promissory note payable to SEPA investor		411,405			---
AEU note payable		7,343			---
Face value of notes payable		868,748			450,000
Less: unamortized discount		(20,879	)		---
Notes payable, total		847,869			450,000
Less: long term portion		(450,000	)		(450,000	)
Notes payable, current portion	$	397,869		$	---

Government Notes Payable

During May and June 2020, the Company and certain of its subsidiaries received an aggregate of $621,069 in loans under the PPP. The Company also acquired a PPP loan in the MOD acquisition with an inception date of April 3, 2020 and a face value of $11,757. The PPP loans, administered by SBA, were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. The loans bore interest at 1% per annum and were scheduled to mature in May and June 2022. Principal and interest payments were deferred for the first nine months of the loans. Pursuant to the terms of the PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as described in the CARES Act, including costs such as payroll, benefits, employer payroll taxes, rent and utilities. The entirety of the PPP loans outstanding, comprised of $632,826 principal and $6,503 accrued interest, was forgiven in May 2021. As a result of the forgiveness, the Company recognized a gain on extinguishment of debt in the amount of $632,826 and interest income of $6,503 during the ~~three and six~~nine months ended ~~June~~September 30, 2021.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 12 – NOTES PAYABLE (CONTINUED)

During June, July and August 2020, the Company and its subsidiaries received an aggregate of $450,000 in Disaster Relief Loans from the SBA. The loans bear interest at 3.75% per annum and mature 30 years from issuance. Mandatory principal and interest payments were originally scheduled to begin 12 months from the inception date of each loan and were subsequently extended by the SBA until 30 months from the inception date. Installment payments are now scheduled to begin in December 2022.

In connection with the October 19, 2020 acquisition of MOD, the Company acquired a note payable to MOD’s primary product vendor with a remaining principal balance of $79,002 as of the acquisition date and $51,109 as of December 31, 2020. The vendor note was paid in full during the first quarter of 2021.

Interest accrued on ~~government and vendor notes payable~~SBA loans as of ~~June~~September 30, 2022 and December 31, 2021 was ~~$33,108~~$37,359 and $24,723, respectively. Interest expense on the loans was ~~$4,166~~$4,252 and ~~$4,207~~$4,226 for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$8,385~~$12,636 and ~~$8,368~~$12,594 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Promissory and Other Notes Payable

On July 19, 2022, pursuant to a Note Purchase Agreement between the Company and Yorkville, dated July 5, 2022, the Company issued to Yorkville the Promissory Note with an initial stated principal amount equal to $550,000 at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. The Promissory Note includes a 5% original issue discount, accrues interest at a rate of 0%, and will be repaid in five equal monthly installments beginning on August 19, 2022. Each monthly installment includes a 2% payment premium, totaling $561,000 in total cash repayments. The Company received net proceeds of $522,500. At inception, the Company recorded a discount against the note of $38,500, representing the difference between the total required repayments and the net proceeds received, which is being amortized over the repayment period. Amortization expense related to the discount was $18,480 in each of the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, the Company made payments of $149,595 against the Promissory Note , including $125,618 applied from proceeds of sales of common stock under the SEPA. The unpaid principal balance was $411,405 and the unamortized discount balance was $20,020 as of September 30, 2022.

In connection with the May 13, 2022 acquisition of AEU, the Company acquired (i) a bank note payable with a remaining principal balance of $9,689 that was repaid in full during July 2022, and (ii) a note payable to ~~AEU’s payment service~~a third-party lender (the “AEU Note”) with a remaining principal balance of ~~$31,348~~$29,057, an original issue discount of $3,400, and a net carrying value of $25,657. Amortization expense related to the AEU Note discount was $2,540 in each of the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, the Company made payments of $14,340 and $21,713, respectively, against the Promissory Note. The unpaid principal balance was $7,343 and the unamortized discount balance was $859 as of ~~the acquisition date and $9,177 and $31,348 as of June~~September 30, 2022. ~~The bank note was paid in full during July 2022.~~

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 13 – CONVERTIBLE NOTES PAYABLE~~Convertible Notes Payable

The Company had no convertible notes payable as of ~~June~~September 30, 2022 or December 31, 2021.

On January 6, 2021, the holder of ~~the Company’s~~ four ~~remaining~~ fixed rate convertible promissory notes with a face value of $1,038,500 – comprised of a $550,000 6% fixed convertible secured promissory note dated July 7, 2016 (the “$550k Note”), a $50,000 10% fixed convertible commitment fee promissory note dated July 7, 2016 (the “$50k Note”), $81,000 of principal remaining on a $111,000 10% fixed convertible secured promissory note dated May 22, 2017 (the “$111k Note”), and a $357,500 10% fixed convertible note dated April 15, 2019 (the “$357.5k Note” and together with the $550k Note, the $50k Note and the $111k Note, the ~~“Remaining~~“Extended Notes”) – agreed to extend the maturity date on the ~~Remaining~~Extended Notes to January 14, 2021. In exchange for the extension, the Company agreed to extend the expiration date of 3,508,333 existing warrants held by the holder (the “Extended Warrants”) from dates between July 2021 and March 2022 until March 2023. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified ~~Remaining~~Extended Notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $126,502 in the ~~six~~nine months ended ~~June~~September 30, 2021, equal to the incremental fair value of the Extended Warrants before and after the modification.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 12 – NOTES PAYABLE (CONTINUED)

On January 14, 2021, the Company and the holder of the ~~Remaining~~Extended Notes entered into a series of agreements pursuant to which (i) the holder agreed to convert the full face value of $1,038,500 and $317,096 of accrued interest on the ~~Remaining~~Extended Notes into 13,538,494 shares of common stock pursuant to the original conversion terms of the underlying notes, (ii) the holder agreed to a 180-day leak out provision, whereby, from and after January 14, 2021, it may not sell shares of the Company’s common stock in excess of 5% of the Company’s daily trading volume for the first 90 days and 10% of the Company’s daily volume for the next 90 days, subject to certain exceptions, (iii) the holder agreed to release all security interests and share reserves related to the ~~Remaining~~Extended Notes, and (iv) the Company issued to the holder a new five-year warrant to purchase 13,538,494 shares of common stock at an exercise price of $0.30 per share. In connection with the conversion, the Company recognized a loss on debt extinguishment of $5,463,492 in the ~~six~~nine months ended ~~June~~September 30, 2021, representing the excess of the fair value of the shares and warrant issued at conversion over the carrying value of the host instrument and accrued interest. Following the conversion, the Company had no further convertible notes outstanding.

Prior to conversion, the ~~Remaining~~Extended Notes were carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The changes in fair value were $-0- in each of the three months ended ~~June~~September 30, 2022 and 2021 and were $-0- and $19,246 during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Interest expense on convertible notes outstanding were $-0- and $4,372 during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. There was no interest on convertible notes during the three and ~~six~~nine months ended ~~June~~September 30, 2022.

NOTE 1413 – SHAREHOLDERS’ EQUITY

SEPA Advances

On July 5, 2022, the Company entered into the SEPA with Yorkville, pursuant to which the Company shall have the right, but not the obligation, to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on July 5, 2022 and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of 30,000,000 shares of common stock. Each SEPA Advance may be for a number of shares of common stock with an aggregate value of up to greater of: (i) an amount equal to thirty percent (30%) of the aggregate daily volume traded of the Company’s common stock for the three (3) trading days immediately preceding notice from the Company of an Advance, or (ii) 2,000,000 shares of common stock. The shares would be purchased at 96.0% of the average of the daily volume weighted average price of the Company’s common stock as reported by Bloomberg L.P. during regular trading hours during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance. On July 11, 2022, the Company filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022.

As consideration for Yorkville’s irrevocable commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company paid Yorkville’s structuring and due diligence fees of $10,000 in cash and issued to Yorkville 895,255 shares of common stock with a fair value of $100,000 as a commitment fee. During the three and nine months ended September 30, 2022, the Company recognized $110,000 in other expense “Financing Cost” in the accompanying consolidated statement of operations.

During the three and nine months ended September 30, 2022, the Company made 11 advances under the SEPA, receiving $297,405 in proceeds for the issuance of 2,708,100 shares of common stock, of which $125,618 was applied to the balance of the Promissory Note.

Private Placements

~~On May 18,~~During the nine months ended September 30, 2022, the Company sold ~~66,667~~4,998,485 shares of common stock ~~for cash~~to six separate investors in a private placement transaction to an accredited investor. The Company received $10,000 in proceeds from the sale. In connection with the stock sale, the Company also issued 33,334 five-year warrants to purchase shares of common stock at an exercise price of $0.25 per share.

~~During the six months ended June 30, 2021, the Company sold 12,161,943 shares of common stock in 52 separate~~ private placement transactions. The Company received ~~$3,748,725~~$535,000 in proceeds from the sales. In connection with the stock sales, the Company also issued ~~6,081,527~~3,249,244 five-year warrants to purchase shares of common stock at exercise prices between $0.12 and $0.25 per share.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 13 – SHAREHOLDERS’ EQUITY (CONTINUED)

During the nine months ended September 30, 2021, the Company sold 13,161,943 shares of common stock in 53 separate private placement transactions. The Company received $4,328,725 in proceeds from the sales. In connection with these stock sales, the Company also issued 6,581,527 five-year warrants to purchase shares of common stock at exercise prices between $0.27 and $1.05 per share.

Prior Investment Agreement Draws

During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company issued 3,006,098 common shares pursuant to draws made by the Company under the now-expired July 2016 $3 million investment agreement and received an aggregate of $900,636 in net proceeds from the draws.

Shares issued to Consultants

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company issued ~~163,500~~305,524 and ~~623,802~~677,242 common shares, respectively, to consultants for services rendered. In connection with the issuances, the Company recognized expenses totaling ~~$32,105~~$37,696 and ~~$131,828~~$151,322 in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Common Stock Issuable

As of September 30, 2022 and December 31, 2021, the Company was obligated to issue the following shares:

	September 30, 2022				December 31, 2021
	Amount		Shares		Amount		Shares
Shares issuable to consultants, employees and directors	$	345,345		1,329,469	$	282,347		719,366

Stock Warrants

Transactions involving our stock warrants during the nine months ended September 30, 2022 and 2021 are summarized as follows:

	2022						2021
				Weighted						Weighted
				Average						Average
				Exercise						Exercise
	Number			Price			Number			Price
Outstanding at beginning of the period		59,796,992		$	0.25			51,352,986		$	0.17
Granted during the period		3,249,244		$	0.17			22,421,026		$	0.39
Exercised during the period		---		$	---			(13,637,020	)	$	(0.18	)
Expired during the period		(786,667	)	$	(0.44	)		---		$	---
Outstanding at end of the period		62,259,569		$	0.24			60,136,992		$	0.25

Exercisable at end of the period		62,259,569		$	0.24			60,136,992		$	0.25

Weighted average remaining life		2.6 years						3.4 years

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ EQUITY (CONTINUED)

~~Common Stock Issuable~~

~~As of June 30, 2022 and December 31, 2021, the Company was obligated to issue the following shares:~~

June 30, 2022 December 31, 2020
Amount Shares Amount Shares

Shares issuable to consultants, employees and directors $ 345,042 1,207,472 $ 282,347 719,366

~~Stock Warrants~~

~~Transactions involving our stock warrants during the six months ended June 30, 2022 and 2021 are summarized as follows:~~

2022 2021
Weighted Weighted
Average Average
Exercise Exercise
Number Price Number Price
Outstanding at beginning of the period 59,796,992 $ 0.25 51,352,986 $ 0.14
Granted during the period 33,334 $ 0.25 19,772,878 $ 0.35
Exercised during the period — $ 0.00 (13,046,742 ) $ (0.05 )
Expired during the period (786,667 ) $ (0.44 ) — $ —
Outstanding at end of the period 59,043,659 $ 0.25 58,079,122 $ 0.23

Exercisable at end of the period 59,043,659 $ 0.25 58,079,122 $ 0.23

Weighted average remaining life 2.7 years 3.6 years

The following table summarizes information about the Company’s stock warrants outstanding as of ~~June~~September 30, 2022:

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 14,789,573 2.5 $ 0.07 14,789,573 $ 0.07
$ 0.10 to 0.24 9,474,380 2.3 $ 0.17 9,474,380 $ 0.17
$ 0.25 to 0.49 31,319,782 2.8 $ 0.31 31,319,782 $ 0.31
$ 0.50 to 1.05 3,459,924 4.1 $ 0.69 3,459,924 $ 0.69
$ 0.05 to 1.00 59,043,659 2.7 $ 0.25 59,043,659 $ 0.25

	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		14,789,573		2.3	$	0.07		14,789,573	$	0.07
$	0.10 to 0.24		12,690,290		2.7	$	0.17		12,690,290	$	0.17
$	0.25 to 0.49		31,319,782		2.6	$	0.31		31,319,782	$	0.31
$	0.50 to 1.05		3,459,924		3.8	$	0.69		3,459,924	$	0.69
$	0.05 to 1.00		62,259,569		2.6	$	0.24		62,259,569	$	0.24

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 14 – SHAREHOLDERS’ EQUITY (CONTINUED)~~

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company issued ~~33,334~~3,249,244 and ~~19,772,878~~22,421,026 warrants, respectively, the aggregate grant date fair value of which was ~~$2,083~~$151,909 and ~~$4,617,335,~~$5,823,476, respectively. The fair value of the warrants was calculated using the following range of assumptions:

	2022	2021
Pricing model utilized	Binomial Lattice	Binomial Lattice
Risk free rate range	2.94%	0.38% to 0.97%
Expected life range (in years)	5.00 years	3.00 to 5.00 years
Volatility range	74.50%	170.58% to 193.21%
Dividend yield	0.00%	0.00%

There were no warrants exercised during the ~~six~~nine months ended ~~June~~September 30, 2022. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company received ~~$277,500~~$333,750 upon the exercise of ~~2,475,000~~3,065,278 warrants with exercise prices between ~~$0.10~~$0.09 and ~~$0.252.~~$0.15. Additionally, the Company issued 9,047,332 shares upon cashless exercise of 10,571,742 ~~warrants~~warrant shares exercised using a cashless exercise feature in settlement of litigation and other disputes in amounts totaling $614,221 that had been accrued in 2020.

Employee Equity Incentive Plans

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

On September 9, 2021, the Company adopted the 2021 Employee 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. The 2021 EIP allows for the issuance of up to 20,000,000 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future.

~~Amounts recognized in the financial statements with respect to the EIPs in the six months ended June 30, 2022 and 2021 were as follows:~~

2022 2021
Total cost of share-based payment plans during the period $ 244,847 $ 461,224
Amounts capitalized in deferred equity compensation during period $ — $ —
Amounts charged against income for amounts previously capitalized $ 16,875 $ —
Amounts charged against income, before income tax benefit $ 261,722 $ 461,224
Amount of related income tax benefit recognized in income $ — $ —

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ EQUITY (CONTINUED)

Amounts recognized in the financial statements with respect to the EIPs in the nine months ended September 30, 2022 and 2021 were as follows:

	2022			2021
Total cost of share-based payment plans during the period	$	335,860		$	574,998
Amounts capitalized in deferred equity compensation during period	$	---		$	---
Amounts charged against income for amounts previously capitalized	$	(9,375	)	$	---
Amounts charged against income, before income tax benefit	$	326,485		$	574,998
Amount of related income tax benefit recognized in income	$	---		$	---

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. The following table summarizes stock option activity as of and for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:

	2022						2021						2022						2021
				Weighted						Weighted						Weighted						Weighted
				Average						Average						Average						Average
				Exercise						Exercise						Exercise						Exercise
Stock options	Number			Price			Number			Price			Number			Price			Number			Price
Outstanding at beginning of period		3,456,250		$	0.23			3,111,750		$	0.20			3,456,250		$	0.23			3,111,750		$	0.20
Granted during the period		925,000		$	0.16			80,000		$	0.75			975,000		$	0.16			80,000		$	0.75
Exercised during the period		(12,500	)	$	(0.26	)		(145,500	)	$	(0.11	)		(12,500	)	$	(0.26	)		(145,500	)	$	(0.11	)
Forfeited during the period		(419,500	)	$	(0.31	)		(32,500	)	$	(0.16	)		(419,500	)	$	(0.31	)		(32,500	)	$	(0.16	)
Outstanding at end of period		3,949,250		$	0.20			3,013,750		$	0.22			3,999,250		$	0.20			3,013,750		$	0.22

Options exercisable at period-end		2,655,500		$	0.20			2,173,750		$	0.19			2,655,500		$	0.20			2,173,750		$	0.19

As of ~~June~~September 30, 2022, there was ~~$166,575~~$150,101 of total unrecognized compensation cost related to options granted under the EIPs. That cost is expected to be recognized over a weighted-average period of ~~2.4~~2.2 years.

The total fair value of options vested during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was $42,966 and $64,321, respectively. The aggregate intrinsic value of share options exercised during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was $388 and ~~$76,670,~~$98,335, respectively. The weighted-average grant-date fair value of option grants made during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was $0.09 per share and $0.62 per share, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 1,394 shares upon cashless exercise of 12,500 option shares exercised using a cashless exercise feature. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company received $16,450 upon the exercise of 145,500 options with exercise prices between $0.10 and $0.252.

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. The fair value of options granted for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was calculated using the following range of assumptions:

	2022	2021	2022	2021
Pricing model utilized	Binomial Lattice	Binomial Lattice	Binomial Lattice	Binomial Lattice
Risk free rate range	2.81% to 2.90%	1.47% to 1.68%	2.81% to 2.90%	1.47% to 2.90%
Expected life range (in years)	10.00 years	10.00 years	10.00 years	10.00 years
Volatility range	74.38% to 74.50%	170.44% to 192.25%	74.38% to 74.50%	74.38% to 192.25%
Dividend yield	0.00%	0.00%	0.00%	0.00%

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ EQUITY (CONTINUED)

The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:

	2022						2021						2022						2021
				Weighted						Weighted						Weighted						Weighted
				Average						Average						Average						Average
				Grant Date						Grant Date						Grant Date						Grant Date
Stock options	Shares			Fair Value			Shares			Fair Value			Shares			Fair Value			Shares			Fair Value
Nonvested options at beginning of period		858,750		$	0.23			1,044,375		$	0.21			858,750		$	0.23			1,044,375		$	0.21
Granted		925,000		$	0.09			80,000		$	0.62			975,000		$	0.09			80,000		$	0.62
Vested		(195,750	)	$	(0.22	)		(255,000	)	$	(0.25	)		(195,750	)	$	(0.22	)		(255,000	)	$	(0.25	)
Forfeited		(294,250	)	$	(0.26	)		(29,375	)	$	(0.12	)		(294,250	)	$	(0.26	)		(29,375	)	$	(0.12	)
Nonvested options at end of period		1,293,750		$	0.12			840,000		$	0.24			1,343,750		$	0.12			840,000		$	0.24

Stock Grants

Stock grant awards made under the EIPs typically vest either immediately or over a period of up to four years. The following table summarizes stock grant activity as of and for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:

	2022						2021						2022						2021
				Weighted						Weighted						Weighted						Weighted
				Average						Average						Average						Average
				Grant Date						Grant Date						Grant Date						Grant Date
Stock Grants	Shares			Fair Value			Shares			Fair Value			Shares			Fair Value			Shares			Fair Value
Nonvested grants at beginning of period		302,050		$	0.27			200,000		$	0.17			302,050		$	0.27			200,000		$	0.17
Granted		177,454		$	0.18			940,047		$	0.27			377,454		$	0.17			1,015,047		$	0.27
Vested		(254,782	)	$	(0.25	)		(925,047	)	$	(0.27	)		(354,782	)	$	(0.23	)		(1,075,047	)	$	(0.26	)
Forfeited		(104,954	)	$	(0.19	)		(50,000	)	$	(0.10	)		(104,954	)	$	(0.19	)		(50,000	)	$	(0.10	)
Nonvested grants at end of period		119,768		$	0.25			165,000		$	0.22			219,768		$	0.20			90,000		$	0.19

As of ~~June~~September 30, 2022, there was ~~$12,938~~$22,538 of total unrecognized compensation cost related to stock grants made under the EIPs. That cost is expected to be recognized over a weighted-average period of ~~2.0~~1.1 years. The weighted-average grant-date fair value of share grants made during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~$0.18~~$0.12 per share and $0.27 per share, respectively. The aggregate fair value of share grants that vested during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~$64,094~~$44.820 and ~~$248,290,~~$270,918, respectively.

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 using. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.

Liability-Classified Equity Instruments

During 2021, the Company made certain compensation stock grants from the 2021 EIP that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the equity compensation was $165,000. The Company recognized an asset captioned “Deferred equity compensation” and an offsetting liability captioned as a “Liability-classified equity instrument.” During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company (i) replaced certain variable share contracts with a new fixed share compensation ~~structure. As a result, the Company~~structure and accordingly de-recognized $25,000 of deferred stock compensation and liability-classified equity ~~instruments. Amortization~~instruments, and (ii) de-recognized $106,141 of ~~the remaining~~ deferred stock compensation ~~assets in~~and $135,000 of liability-classified equity instruments as a result of the ~~three~~termination of the employee and ~~six months ended~~related future equity rights to which the equity asset and liability related.

During 2022, the Company made an additional grant of stock options from the 2021 EIP with a fixed fair value that may be earned based on achievement of performance targets on a quarterly basis through June ~~30, 2022~~2025. The fixed value of $90,000 was ~~$9,063 and $18,125, respectively. There was no amortization related to~~recognized as deferred stock compensation ~~assets in~~and liability-classified equity instruments. The Company also de-recognized $7,500 of deferred stock compensation and liability-classified equity instruments related to this grant based on the ~~three or six months ended June 30, 2021. The liability will be converted to equity when shares are issued pursuant to prescribed vesting events.~~target not being achieved for the third quarter of 2022.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 13 – SHAREHOLDERS’ EQUITY (CONTINUED)

Amortization of deferred stock compensation assets in the three and nine months ended September 30, 2022 was $1,359 and $14,484, respectively. There was no amortization related to deferred stock compensation assets in the three or nine months ended September 30, 2021. The liability will be converted to equity if and when shares are earned and issued pursuant to prescribed vesting events.

NOTE 1514 – CONTINGENT ACQUISITION CONSIDERATION

Contingent acquisition consideration relates to future earn-out payments potentially payable related to the Company’s acquisitions of Hughes Center for Functional Medicine (“HCFM”) in 2019 and CHM and MOD in 2020. The terms of the earn-outs related to each acquisition require the Company to pay the former owners additional acquisition consideration for the achievement of prescribed revenue and/or earnings targets for performance of the underlying business for up to four years after the respective acquisition date. Contingent acquisition consideration for each entity is recorded at fair value using a probability-weighted discounted cash flow projection. The fair value of the contingent acquisition consideration is remeasured at the end of each reporting period and changes are included in the statement of operations under the caption “Change in fair value of contingent acquisition consideration.”

Contingent acquisition consideration as of ~~June~~September 30, 2022 and December 31, 2021 was comprised of the following:

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021

Fair value of HCFM contingent acquisition consideration	$	—		$	172,124		$	---		$	172,124
Fair value of CHM contingent acquisition consideration		280,752			276,529			218,236			276,529
Fair value of MOD contingent acquisition consideration		165,464			737,037			94,497			737,037
Total contingent acquisition consideration		446,216			1,185,690			312,733			1,185,690
Less: long term portion		(237,780	)		(782,224	)		(184,659	)		(782,224	)
Contingent acquisition consideration, current portion	$	208,436		$	403,466		$	128,074		$	403,466

During the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized gains (losses) on the change in the fair value of contingent acquisition consideration as follows:

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021

Change in fair value of HCFM contingent acquisition consideration $ (31,121 ) $ (38,145 ) $ (35,259 ) $ (49,453 )
Change in fair value of CHM contingent acquisition consideration (10,599 ) 94,555 (4,223 ) 61,303
Change in fair value of MOD contingent acquisition consideration 135,488 218,201 571,572 (372,939 )

$ 93,768 $ 274,611 $ 532,090 $ (361,089 )

	Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021			2022			2021

HCFM contingent acquisition consideration	$	---	$	(14,316	)	$	(35,259	)	$	(63,769	)
CHM contingent acquisition consideration		62,516		(116,150	)		58,292			(54,848	)
MOD contingent acquisition consideration		70,967		256,877			642,540			(116,061	)

	$	133,483	$	126,411		$	665,573		$	(234,678	)

Maturities of contingent acquisition consideration were as follows as of ~~June~~September 30, 2022:

2022 (July to December)	$	108,751
2022 (October to December)			$	92,546
2023		173,115		85,169
2024		164,350		135,018
	$	446,216	$	312,733

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 14 – CONTINGENT ACQUISITION CONSIDERATION (CONTINUED)

Hughes Center for Functional Medicine Acquisition – April 2019

On April 12, 2019, the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company’s Health Services segment. Under the terms of acquisition, the Company paid the seller $500,000 in cash, issued 3,968,254 shares of the Company’s common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of NCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represented a transaction fair value of $1,764,672. In May 2020, the Company paid the seller $47,000 in satisfaction of the year 1 earn out. In May 2021, the Company paid the seller $196,000 in satisfaction of the year 2 earn out. In May 2022, the Company paid the seller $207,384 in satisfaction of the year 3 earn out. The Company has no further earn out obligations related to the NCFM acquisition.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 15 – CONTINGENT ACQUISITION CONSIDERATION (CONTINUED)~~

Cura Health Management LLC Acquisition – May 2020

On May 18, 2020, the Company acquired a 100% interest in CHM and its wholly owned subsidiary AHP. CHM and AHP assist physician practices in providing coordinated and more efficient care to patients via the MSSP. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805. Following the acquisition and through third quarter 2022, the business of CHM comprised the Company’s ACO/MSO Division. Under the terms of acquisition, the Company paid CHM shareholders the following consideration: (i) $214,000 in cash paid at closing, (ii) 2,240,838 shares of the Company’s common stock issued at closing, (iii) up to $223,500 additional cash and $660,000 in additional shares of the Company’s common stock payable at the time CHM receives the final assessment of the calculation of MSSP savings for the 2019 program year, with this amount prorated based on a target MSSP payment (plus other ancillary revenue) of $1,725,000, and (iv) up to $437,500 based on the business achieving annual revenue of $2,250,000 and annual profit of $500,000 in each of the four years following closing.

The terms of the earn out ~~require~~required the Company to pay the former owners of CHM (i) up to $223,500 additional cash and to $660,000 of additional shares of Company common stock when CHM receives the final assessment of the calculation of 2019 plan year MSSP revenue (the “Current Earnout”), and (ii) up to $62,500, $125,000, $125,000 and $125,000 on the first, second, third and fourth anniversary, respectively, based on achievement by the underlying business of revenue of at least $2,250,000 (50% weighting) and profit of at least $500,000 (50% weighting) in the year preceding each anniversary date (the “Future Earnout”). During September 2020, pursuant to a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”) and in satisfaction of the Current Earnout, the Company paid $90,389 cash, issued 1,835,625 shares of the Company’s common stock and agreed that the balance of the Current Earnout that was not earned in 2020, being $124,043 cash and $366,300 in shares of Company common stock, would be deferred until the first future earnout year in which MSSP revenue exceeds $1.725 million and revenue from other services exceeds $605,000 (the “Residual Earnout”).

During September 2021, the Company was notified of the amount of Medicare shared savings and received payment for plan year 2020 in the amount of $2,419,312. Because the shared saving payment exceeded $1.725 million, the sellers were paid $124,043 cash and issued 806,828 shares of Company common stock with a value of $366,300 pursuant to the Residual Earnout. Following the payments, the Company had no further obligations under the Residual Earnout. The Company also determined that the sellers did not earn any of the $62,500 year-one Future Earnout related to the performance period May 19, 2020 to May 18, 2021.

MedOffice Direct LLC Acquisition – October 2020

On October 19, 2020, the Company acquired a 100% interest in MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. With over 13,000 name brand medical products in over 150 different categories, MOD leverages pricing discounts with a small unit-of-measure direct-to-consumer shipping model to make ordering medical supplies more convenient and cost effective for its users. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805. Following the acquisition, the business of MOD comprised the Company’s Medical Distribution Division. Under the terms of acquisition, the Company paid the following consideration: (i) 19,045,563 shares of Company common stock issued at closing, (ii) partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash paid by the Company, and (iii) up to 10,004,749 restricted shares of the Company’s common stock over a four-year period based on MOD achieving revenue targets in calendar years 2021 through 2024 of $1,500,000, $1,875,000, $2,344,000, and $2,930,000, respectively. The first year of earnout measured based on performance in calendar year 2021 was not met.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1615 – COMMITMENTS AND CONTINGENCIES

Contracts Related to Medicare Shared Savings Revenue

The Company acquired CHM and its subsidiary AHP on May 18, 2020. CHM and AHP combine to operate an ACO under the terms of the MSSP as administered by the CMS. The MSSP is a program created under the Affordable Care Act (the “ACA,” also known as “Obamacare”) designed to enhance the efficiency of healthcare provided to patients covered by Medicare. The program allows for the creation of ACOs, which are organizations that agree to take responsibility for the efficiency of healthcare services provided by a group of participating healthcare providers under Medicare. The ACO is held accountable for the efficiency of the healthcare services of its participating providers as measured against benchmarks prescribed in the MSSP and earns shared savings payments if such benchmarks are met.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 16 – COMMITMENTS AND CONTINGENCIES (CONTINUED)~~

The Company, via AHP, is party to a Medicare Shared Savings Program Accountable Care Organization Participation Agreement with the CMS that establishes AHP as an ACO. The agreement is effective through December 31, 2024. The Company must comply with the terms and conditions of the agreement in order to maintain its status as an ACO and generate shared savings revenue.

The Company, via CHM, is party to approximately 33 separate participant agreements with participating providers that are members of the Company’s ACO with expiration dates through ~~2024~~.2024. These agreements include certain restrictions and requirements to which the participating providers must adhere in order to maintain participation in the ACO.

Supplier Concentration

The Company relies on a single supplier for the fulfillment of approximately 96% of its product sales made through MOD.

Service contracts

The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.

Litigation

None.

Leases

Maturities of operating lease liabilities were as follows as of ~~June~~September 30, 2022:

2022 (July to December)	$	238,231
2022 (October to December)				$	119,116
2023		396,833			396,833
2024		126,116			126,116
2025		74,729			74,729
2026		18,148			18,148
2027		990			990
Total lease payments		855,047			735,932
Less interest		(124,066	)		(97,328	)
Present value of lease liabilities	$	730,981		$	638,604

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 at the beginning of the contract with a transaction to performance-based pay later in the contract.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 15 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

On October 13, 2022, the Company entered into an offer letter (the “Agreement”) with George O’Leary in his continuing capacity as Chief Financial Officer of the Company. The Agreement was effective as of July 1, 2022 and provides that Mr. O’Leary’s base salary will be $259,000 per year, with annual review and adjustment at the discretion of the Chief Executive Officer and Compensation Committee of the Board of Directors of the Company, and an annual incentive bonus of 25% of annual salary based on the achievement of the Company of certain financial metrics as approved by the Compensation Committee. In addition, Mr. O’Leary will be eligible for a cash bonus of $50,000 upon the uplisting of the Company and completion of a financing round at the time of uplisting. The Agreement also provides that Mr. O’Leary will receive a grant of 100,000 shares of restricted stock upon execution of the Agreement and additional grants of 100,000 restricted shares on each of July 1, 2023, 2024 and 2025. Mr. O’Leary was also granted 1,200,000 stock options with an exercise price of $0.06, a portion of which are subject to time vesting and a portion of which are subject to vesting upon the achievement of certain of the Company’s corporate objectives and Mr. O’Leary’s individual objectives. If Mr. O’Leary is terminated without cause the Company will provide Mr. O’Leary as severance an amount equal to six (6) months of his base salary. Concurrently, the Company and Mr. O’Leary entered into a Non-Disclosure, Non-Solicitation and Non-Compete Agreement, effective as of September 20, 2022 that contains a non-solicitation and non-compete provision which will be in effect for a two-year period following the termination of Mr. O’Leary’s employment relationship with the Company; provided, however, such period is shortened to six (6) months if Mr. O’Leary is terminated without cause.

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.

On July 1, 2018, the Company entered into an agreement with Mr. George O’Leary, the Company’s Chief Financial Officer and a member of the Board of Directors. If Mr. O’Leary’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, Mr. O’Leary will be entitled to receive his base salary for a period of six months beginning on the date of termination. In addition to a base salary, the agreement provided Mr. O’Leary with certain performance-based cash bonuses, stock grants, and stock option grants. The agreement expired on June 30, 2022.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 16 – COMMITMENTS AND CONTINGENCIES (CONTINUED)~~

On May 18, 2020, the Company entered into separate 4-year consulting services agreements with each of the two principals of the ACO/MSO business acquired in May 2020 that call for each person to earn fixed annual consulting fees and a share of Medicare shared savings revenue, consulting revenue and overall profits generated by the underlying business.

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 1716 – SEGMENT REPORTING

The Company has 4four reportable segments: Health Services, Digital Healthcare, ACO/MSO and Medical Distribution. The Health Services division is comprised of the operations of (i) ~~Naples Women’s Center (“NWC”),~~NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, (ii) ~~Naples Center for Functional Medicine (“NCFM”),~~NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) ~~Bridging the Gap Physical Therapy (“BTG”),~~BTG, a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery. The ~~Company’s~~ Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network,” which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The ACO/MSO Division is comprised of the business acquired with CHM, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP as administered by the CMS, which rewards providers for efficiency in patient care. The Medical Distribution Division is comprised of the operations of ~~MedOffice Direct LLC (“MOD”),~~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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 16 – SEGMENT REPORTING (CONTINUED)

Segment information for the three months ended ~~June~~September 30, 2022 was as follows:

	Three Months Ended June 30, 2022															Three Months Ended September 30, 2022
	Health Services			Digital Healthcare			ACO / MSO			Medical Distribution			Total			Health Services			Digital Healthcare			ACO / MSO			Medical Distribution			Total
Revenue
Patient service revenue, net	$	1,431,776		$	—		$	—		$	—		$	1,431,776		$	1,262,253		$	---		$	---		$	---		$	1,262,253
Subscription, consulting and event revenue		—			1,638			84,658			—			86,296			---			1,171			88,806			---			89,977
Product revenue		—			—			—			130,459			130,459			---			---			---			95,449			95,449
Total revenue		1,431,776			1,638			84,658			130,459			1,648,531			1,262,253			1,171			88,806			95,449			1,447,679

Operating Expenses
Practice salaries and benefits		816,398			—			—			—			816,398			810,058			---			---			---			810,058
Other practice operating expenses		639,119			—			—			—			639,119			695,300			---			---			---			695,300
Medicare shared savings expenses		—			—			237,149			—			237,149			---			---			337,533			---			337,533
Cost of product revenue		—			—			—			170,543			170,543			---			---			---			87,775			87,775
Selling, general and administrative expenses		—			1,209,235			—			46,276			1,255,511			---			1,055,178			---			32,955			1,088,133
Depreciation and amortization		30,418			1,594			—			176,900			208,912			31,198			1,406			---			176,900			209,504
Total Operating Expenses		1,485,935			1,210,829			237,149			393,719			3,327,632			1,536,556			1,056,584			337,533			297,630			3,228,303

(Loss) income from operations	$	(54,159	)	$	(1,209,191	)	$	(152,491	)	$	(263,260	)	$	(1,679,101	)	$	(274,303	)	$	(1,055,413	)	$	(248,727	)	$	(202,181	)	$	(1,780,624	)

Other Segment Information
Interest expense (income)	$	2,793		$	1,695		$	—		$	—		$	4,488		$	2,815		$	2,825		$	---		$	---		$	5,640
Financing cost																$	110,000		$	---		$	---		$	---		$	110,000
Amortization of original issue discounts on notes payable																$	18,480		$	2,540		$	---		$	---		$	21,020
Change in fair value of contingent acquisition consideration	$	—		$	(93,768	)	$	—		$	—		$	(93,768	)	$	---		$	(133,483	)	$	---		$	---		$	(133,483	)

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 16 – SEGMENT REPORTING (CONTINUED)

Segment information for the nine months ended September 30, 2022 was as follows:

	Nine Months Ended September 30, 2022
	Health Services			Digital Healthcare			ACO / MSO			Medical Distribution			Total
Revenue
Patient service revenue, net	$	4,069,714		$	---		$	---		$	---		$	4,069,714
Subscription, consulting and event revenue		---			9,433			251,058			---			260,491
Product revenue		---			---			---			372,877			372,877
Total revenue		4,069,714			9,433			251,058			372,877			4,703,082

Operating Expenses
Practice salaries and benefits		2,344,529			---			---			---			2,344,529
Other practice operating expenses		1,897,070			---			---			---			1,897,070
Medicare shared savings expenses		---			---			802,411			---			802,411
Cost of product revenue		---			---			---			419,129			419,129
Selling, general and administrative expenses		---			3,529,289			---			149,495			3,678,784
Depreciation and amortization		87,134			4,472			---			530,700			622,306
Total Operating Expenses		4,328,733			3,533,761			802,411			1,099,324			9,764,229

Income (loss) from operations	$	(259,019	)	$	(3,524,328	)	$	(551,353	)	$	(726,447	)	$	(5,061,147	)

Other Segment Information
Interest expense (income)	$	8,420		$	6,731		$	---		$	---		$	15,151
Financing cost	$	110,000		$	---		$	---		$	---		$	110,000
Amortization of original issue discounts on notes payable	$	18,480		$	2,540		$	---		$	---		$	21,020
Change in fair value of contingent acquisition consideration	$	---		$	(665,573	)	$	---		$	---		$	(665,573	)

		September 30, 2022
Identifiable assets	$	2,182,272		$	507,030		$	1,132,696		$	2,188,509		$	6,010,507
Goodwill	$	319,958		$	---		$	381,856		$	766,249		$	1,468,063

		December 31, 2021
Identifiable assets	$	2,152,533		$	3,450,332		$	1,167,965		$	2,775,621		$	9,546,451
Goodwill	$	---		$	---		$	381,856		$	766,249		$	1,148,105

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1716 – SEGMENT REPORTING (CONTINUED)

Segment information for the ~~six~~three months ended ~~June~~September 30, ~~2022~~2021 was as follows:

	Six Months Ended June 30, 2022														Three Months Ended September 30, 2021
	Health Services		Digital Healthcare			ACO / MSO			Medical Distribution			Total			Health Services		Digital Healthcare			ACO / MSO		Medical Distribution			Total
Revenue
Patient service revenue, net	$	2,807,461	$	—		$	—		$	—		$	2,807,461		$	1,394,356	$	---		$	---	$	---		$	1,394,356
Medicare shared savings revenue																---		---			2,419,312		---			2,419,312
Subscription, consulting and event revenue		—		8,262			162,252			—			170,514			---		---			69,595		---			69,595
Product revenue		—		—			—			277,428			277,428			---		---			---		161,456			161,456
Total revenue		2,807,461		8,262			162,252			277,428			3,255,403			1,394,356		---			2,488,907		161,456			4,044,719

Operating Expenses
Practice salaries and benefits		1,534,471		—			—			—			1,534,471			739,024		---			---		---			739,024
Other practice operating expenses		1,201,770		—			—			—			1,201,770			549,086		---			---		---			549,086
Medicare shared savings expenses		—		—			464,878			—			464,878			---		---			1,748,585		---			1,748,585
Cost of product revenue		—		—			—			331,354			331,354			---		---			---		145,432			145,432
Selling, general and administrative expenses		—		2,474,111			—			116,540			2,590,651			---		1,093,461			---		54,130			1,147,591
Depreciation and amortization		55,936		3,066			—			353,800			412,802			26,196		2,215			---		176,900			205,311
Total Operating Expenses		2,792,177		2,477,177			464,878			801,694			6,535,926			1,314,306		1,095,676			1,748,585		376,462			4,535,029

Income (loss) from operations	$	15,284	$	(2,468,915	)	$	(302,626	)	$	(524,266	)	$	(3,280,523	)
Loss from operations															$	80,050	$	(1,095,676	)	$	740,322	$	(215,006	)	$	(490,310	)

Other Segment Information
Interest expense (income)	$	5,605	$	3,906		$	—		$	—		$	9,511		$	2,706	$	1,412		$	---	$	---		$	4,118
Change in fair value of contingent acquisition consideration	$	—	$	(532,090	)	$	—		$	—		$	(532,090	)	$	---	$	(126,411	)	$	---	$	---			(126,411	)

		June 30, 2022
Identifiable assets	$	2,324,726	$	557,672		$	1,122,804		$	2,433,362		$	6,438,564
Goodwill	$	332,133	$	—		$	381,856		$	766,249		$	1,480,238

		December 31, 2021
Identifiable assets	$	2,152,533	$	3,450,332		$	1,167,965		$	2,775,621		$	9,546,451
Goodwill	$	—	$	—		$	381,856		$	766,249		$	1,148,105

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1716 – SEGMENT REPORTING (CONTINUED)

Segment information for the ~~three~~nine months ended ~~June~~September 30, 2021 was as follows:

	Three Months Ended June 30, 2021															Nine Months Ended September 30, 2021
	Health Services			Digital Healthcare			ACO / MSO			Medical Distribution			Total			Health Services			Digital Healthcare			ACO / MSO		Medical Distribution			Total
Revenue
Patient service revenue, net	$	1,470,550		$	—		$	—		$	—		$	1,470,550		$	4,379,282		$	---		$	---	$	---		$	4,379,282
Medicare shared savings revenue																	---			---			2,419,312		---			2,419,312
Subscription, consulting and event revenue		—			972			70,892			—			71,864			---			11,905			217,209		---			229,114
Product revenue		—			—			—			168,206			168,206			---			---			---		512,325			512,325
Total revenue		1,470,550			972			70,892			168,206			1,710,620			4,379,282			11,905			2,636,521		512,325			7,540,033

Operating Expenses
Practice salaries and benefits		903,032			—			—			—			903,032			2,305,993			---			---		---			2,305,993
Other practice operating expenses		511,004			—			—			—			511,004			1,790,874			---			---		---			1,790,874
Medicare shared savings expenses		—			—			197,463			—			197,463			---			---			2,157,555		---			2,157,555
Cost of product revenue		—			—			—			159,998			159,998			---			---			---		474,026			474,026
Selling, general and administrative expenses		—			1,073,712			—			73,766			1,147,478			---			3,472,493			---		188,713			3,661,206
Depreciation and amortization		28,974			595			—			176,900			206,469			83,493			3,405			---		536,540			623,438
Total Operating Expenses		1,443,010			1,074,307			197,463			410,664			3,125,444			4,180,360			3,475,898			2,157,555		1,199,279			11,013,092

Loss from operations	$	27,540		$	(1,073,335	)	$	(126,571	)	$	(242,458	)	$	(1,414,824	)
Income (loss) from operations																$	198,922		$	(3,463,993	)	$	478,966	$	(686,954	)	$	(3,473,059	)

Other Segment Information
Interest expense	$	(1,758	)	$	344		$	—		$	(209	)	$	(1,623	)
Gain on extinguishment of debt	$	(502,959	)	$	(118,110	)	$	—		$	(11,757	)	$	(632,826	)
Interest expense (income)																$	5,145		$	8,038		$	---	$	(100	)	$	13,083
(Gain) loss on extinguishment of debt																$	(502,959	)	$	5,471,884		$	---	$	(11,757	)	$	4,957,168
Change in fair value of debt																$	---		$	19,246		$	---	$	---		$	19,246
Change in fair value of contingent acquisition consideration	$	—		$	(274,611	)	$	—		$	—		$	(274,611	)	$	---		$	234,678		$	---	$	---		$	234,678

																	September 30, 2021
Identifiable assets																$	2,104,819		$	3,967,850		$	2,850,949	$	2,890,389		$	11,814,007
Goodwill																$	---		$	---		$	381,856	$	766,249		$	1,148,105

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 17 – SEGMENT REPORTING (CONTINUED)~~

~~Segment information for the six months ended June 30, 2021 was as follows:~~

Six Months Ended June 30, 2021
Health
Services Digital
Healthcare ACO / MSO Medical
Distribution Total
Revenue
Patient service revenue, net $ 2,984,926 $ — $ — $ — $ 2,984,926
Subscription, consulting and event revenue — 12,085 147,434 — 159,519
Product revenue — — — 350,869 350,869
Total revenue 2,984,926 12,085 147,434 350,869 3,495,314

Operating Expenses
Practice salaries and benefits 1,566,969 — — — 1,566,969
Other practice operating expenses 1,241,788 — — — 1,241,788
Medicare shared savings expenses — — 408,970 — 408,970
Cost of product revenue — — — 328,594 328,594
Selling, general and administrative expenses — 2,379,032 — 134,583 2,513,615
Depreciation and amortization 57,297 1,190 — 359,640 418,127
Total Operating Expenses 2,866,054 2,380,222 408,970 822,817 6,478,063

Income (loss) from operations $ 118,872 $ (2,368,137 ) $ (261,536 ) $ (471,948 ) $ (2,982,749 )

Other Segment Information
Interest expense $ 2,439 $ 6,626 $ — $ (100 ) $ 8,965
(Gain) loss on extinguishment of debt $ (502,959 ) $ 5,471,884 $ — $ (11,757 ) $ 4,957,168
Change in fair value of debt $ — $ 19,246 $ — $ — $ 19,246
Change in fair value of contingent acquisition consideration $ — $ 361,089 $ — $ — $ 361,089

June 30, 2021
Identifiable assets $ 2,163,058 $ 2,843,315 $ 1,101,230 $ 3,077,259 $ 9,184,862
Goodwill $ — $ — $ 381,856 $ 766,249 $ 1,148,105

The Digital Healthcare made intercompany sales of $180 and ~~$383~~$400 in the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$460~~$640 and ~~$563~~$743 in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, related to subscription revenue billed to and paid for by the Company’s physicians for access to the HealthLynked Network. The Medical Distribution segment made intercompany sales of ~~$8,717~~$3,144 and $-0- in the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$22,070~~$25,214 and $-0- in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, related to medical products sold to practices in the Company’s Health Services segment. Intercompany revenue and the related costs are eliminated on consolidation.

NOTE 1817 – 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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1817 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The following table summarizes the conclusions reached regarding fair value measurements as of ~~June~~September 30, 2022 and December 31, 2021:

As of June 30, 2022 As of December 31, 2021
Level
1 Level
2
Level
3
Total Level
1 Level
2
Level
3
Total
Liability-classified equity instruments $ --- $ --- $ 136,250 $ 136,250 $ — $ — $ 162,500 $ 162,500
Contingent acquisition consideration — — 446,216 446,216 — — 1,185,690 1,185,690

Total $ — $ — $ 582,466 $ 582,466 $ — $ — $ 1,348,190 $ 1,348,190

	As of September 30, 2022								As of December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liability-classified equity instruments	$	---	$	---	$	83,125	$	83,125	$	---	$	---	$	162,500	$	162,500
Contingent acquisition consideration		---		---		312,733		312,733		---		---		1,185,690		1,185,690

Total	$	---	$	---	$	395,858	$	395,858	$	---	$	---	$	1,348,190	$	1,348,190

The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021			2022		2021		2022		2021

Convertible notes payable	$	—	$	—	$	—	$	(19,246	)	$	---	$	---	$	---	$	(19,246	)
Contingent acquisition consideration		93,768		274,611		532,090		(361,089	)		133,483		126,411		665,573		(234,678	)

Total	$	93,768	$	274,611	$	532,090	$	(380,335	)	$	133,483	$	126,411	$	665,573	$	(253,924	)

NOTE 1918 – SUBSEQUENT EVENTS

On July 5, 2022, the Company sold 3,181,818 shares of common stock for cash in a private placement transaction to three separate accredited investors. The Company received $350,000 in proceeds from the sale. In connection with the stock sale, the Company also issued 1,590,909 five-year warrants to purchase shares of common stock at an exercise price of $0.22 per share

~~On July 5,~~October 13, 2022, the Company entered into the ~~SEPA~~Agreement with ~~Yorkville,~~George O’Leary in his continuing capacity as Chief Financial Officer of the Company. The Agreement was effective as of July 1, 2022 and provides that Mr. O’Leary’s base salary will be $259,000 per year, with annual review and adjustment at the discretion of the Chief Executive Officer and Compensation Committee of the Board of Directors of the Company, and an annual incentive bonus of 25% of annual salary based on the achievement of the Company of certain financial metrics as approved by the Compensation Committee. In addition, Mr. O’Leary will be eligible for a cash bonus of $50,000 upon the uplisting of the Company and completion of a financing round at the time of uplisting. The Agreement also provides that Mr. O’Leary will receive a grant of 100,000 shares of restricted stock upon execution of the Agreement and additional grants of 100,000 restricted shares on each of July 1, 2023, 2024 and 2025. Mr. O’Leary was also granted 1,200,000 stock options with an exercise price of $0.06, a portion of which are subject to time vesting and a portion of which are subject to vesting upon the achievement of certain of the Company’s corporate objectives and Mr. O’Leary’s individual objectives. If Mr. O’Leary is terminated without cause the Company will provide Mr. O’Leary as severance an amount equal to six (6) months of his base salary. Concurrently, the Company and Mr. O’Leary entered into a Non-Disclosure, Non-Solicitation and Non-Compete Agreement, effective as of September 20, 2022 that contains a non-solicitation and non-compete provision which will be in effect for a two-year period following the termination of Mr. O’Leary’s employment relationship with the Company; provided, however, such period is shortened to six (6) months if Mr. O’Leary is terminated without cause.

During October 2022, the Company initiated a plan to sell the ACO/MSO Division, comprised of the operations of CHM and its subsidiary AHP, which were acquired by the Company on May 18, 2020. CHM and AHP operate an ACO that assists physician practices in providing coordinated and more efficient care to patients via the MSSP, as administered by the CMS, which rewards providers for efficiency in patient care. The Company expects to use the cash proceeds generated from a sale to supplement its operating cash requirements and pursue additional acquisitions. The Company expects to complete a sale by the first quarter of 2023.

On October 21, 2022, the Company issued a promissory note payable to an investor in the principal amount of $144,760 (the “October 2022 Note”). The October 2022 Note had an original issue discount of $15,510 and fees of $4,250, resulting in net proceeds to the Company of $125,000. The October 2022 Note does not bear interest in excess of the original issue discount and matures on October 31, 2023. The Company is required to make 10 monthly payments of $16,213 starting November 30, 2022.

On November 8, 2022, the Company entered into a Merchant Cash Advance (“MCA”) agreement with a trust controlled by the Company’s Chief Executive Officer, Dr. Michael Dent, pursuant to which the Company ~~shall have~~received an advance of $150,000. The Company is required to repay the ~~right, but not the obligation, to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share,~~MCA, which acts like a note payable, at the ~~Company’s request any time during the commitment period commencing on July 5, 2022 and terminating on the earliest~~rate of ~~(i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA~~$3,750 per week for ~~shares of~~52 weeks. The MCA is guaranteed by the Company’s common stock equal to the commitment amount of 30,000,000 shares of common stock. Each SEPA Advance may be for a number of shares of common stock with an aggregate value of up to greater of: (i) an amount equal to thirty percent (30%) of the aggregate daily volume traded of the Company’s common stock for the three (3) trading days immediately preceding notice from the Company of an Advance, or (ii) 2,000,000 shares of common stock. The shares would be purchased at 96.0% of the average of the daily volume weighted average price of the Company’s common stock as reported by Bloomberg L.P. during regular trading hours during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance.

On July 11, 2022, the Company filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022. As consideration for Yorkville’s commitment to purchase shares of common stock at our direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, we issued to Yorkville 895,255 shares of common stock pursuant to the terms of the SEPA (the “commitment shares”), and (2) paid Yorkville’s structuring and due diligence fees of $10,000. Between July 19, 2022 and August 15, 2022, the Company completed three advances under the SEPA, receiving $88,897 in proceeds for the issuance of 683,100 shares of common stock.

~~HEALTHLYNKED CORP.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2022~~

~~(UNAUDITED)~~

~~NOTE 19 – SUBSEQUENT EVENTS (CONTINUED)~~

On July 19, 2022, pursuant to a Note Purchase Agreement between the Company and Yorkville, dated July 5, 2022, the Company issued to Yorkville the Promissory Note with an initial principal amount equal to $550,000 at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. The Company received net proceeds of $522,500. The Promissory Note will mature on the six-month anniversary of execution. The Promissory Note accrues interest at a rate of 0%, but was issued with 5% original issue discount, and will be repaid in five equal monthly installments beginning on August 19, 2022. The Promissory Note may be repaid with the proceeds of an advance under the SEPA, or repaid in cash and, if repaid in cash, together with a 2% premium.NCFM subsidiary.

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 ~~four~~three distinct divisions: the Health Services Division, the Digital Healthcare ~~Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization)~~ Division, and the Medical Distribution Division. Our Health Services division is comprised of the operations of (i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice engaged in improving the health of its patients through individualized and integrative health care, ~~and~~ (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or ~~surgery.~~surgery, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. Our Digital Healthcare division develops and operates an online personal medical information and record archive system, the “HealthLynked Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Our ~~ACO/MSO~~Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States we acquired on October 19, 2020.

Recent Development – ACO/MSO Division

On October 21, 2022, our Board of Directors approved a plan to sell our ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, comprised of the operations of Cura Health Management ~~LLC~~ (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020. CHM and AHP operate an Accountable Care Organization (“ACO”) and Managed Service Organization (“MSO”) that assists physician practices in providing coordinated and more efficient care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. ~~Our Medical Distribution Division is comprised~~We expect to use the cash proceeds generated from a sale to supplement its operating cash requirements and pursue additional acquisitions. We expect to complete a sale by the first quarter of 2023.

We received an initial determination during third quarter 2022 from the CMS that our ACO missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022, by just 0.03% on total ACO expenditures of approximately $112 million. During September 2022, we requested and received a reconsideration appeal (the “MSSP Appeal”) with the CMS on the basis that certain of our included expenditures were directly related to long-haul Covid-19 and should therefore be excluded from consideration in calculation of our shared savings. We are awaiting the outcome of the ~~operations~~MSSP Appeal, which we expect during the fourth quarter of ~~MedOffice Direct LLC (“MOD”), a virtual distributor~~2022. Because we recognize Medicare shared savings revenue and related provider shared savings expense when we receive official notification from CMS of ~~discounted medical supplies selling~~any amounts to ~~both consumers~~be paid to us, we will only recognize revenue and ~~medical practices throughout~~expense related to plan year 2021 shared savings if and when we are notified that the ~~United States~~MSSP Appeal is successful. If the MSSP Appeal is unsuccessful, we ~~acquired on October 19, 2020.~~will not receive any Medicare shared savings payments related to plan year 2021 and therefore will not recognize any Medicare shared savings revenue or provider shared saving expense in 2022.

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 consolidated Financial Statements.

Results of Operations

Comparison of Three Months Ended ~~June~~September 30, 2022 and 2021

The following table summarizes the changes in our results of operations for the three months ended ~~June~~September 30, 2022 compared with the three months ended ~~June~~September 30, 2021:

	Three Months Ended June 30,						Change						Three Months Ended September 30,						Change
	2022			2021			$			%			2022			2021			$			%

Patient service revenue, net	$	1,431,776		$	1,470,550		$	(38,774	)		-3	%	$	1,262,253		$	1,394,356		$	(132,103	)		-9	%
Medicare shared savings revenue														---			2,419,312			(2,419,312	)		-100	%
Subscription, consulting and event revenue		86,296			71,864			14,432			20	%		89,977			69,595			20,382			29	%
Product revenue		130,459			168,206			(37,747	)		-22	%		95,449			161,456			(66,007	)		-41	%
Total revenue		1,648,531			1,710,620			(62,089	)		-4	%		1,447,679			4,044,719			(2,597,040	)		-64	%

Operating Expenses and Costs
Practice salaries and benefits		816,398			903,032			(86,634	)		-10	%		810,058			739,024			71,034			10	%
Other practice operating expenses		639,119			511,004			128,115			25	%		695,300			549,086			146,214			27	%
Medicare shared savings expenses		237,149			197,463			39,686			20	%		337,533			1,748,585			(1,411,052	)		-81	%
Cost of product revenue		170,543			159,998			10,545			7	%		87,775			145,432			(57,657	)		-40	%
Selling, general and administrative expenses		1,255,511			1,147,478			108,033			9	%		1,088,133			1,147,591			(59,458	)		-5	%
Depreciation and amortization		208,912			206,469			2,443			1	%		209,504			205,311			4,193			2	%
Loss from operations		(1,679,101	)		(1,414,824	)		(264,277	)		19	%		(1,780,624	)		(490,310	)		(1,290,314	)		263	%

Other Income (Expenses)
Gain on extinguishment of debt		—			632,826			(632,826	)		-100	%
Financing cost														(110,000	)		---			*			*
Amortization of original issue and debt discounts on notes payable and convertible notes														(21,020	)		---			*			*
Change in fair value of contingent acquisition consideration		93,768			274,611			(180,843	)		-66	%		133,483			126,411			7,072			6	%
Interest expense		(4,488	)		1,623			(6,111	)		-377	%		(5,640	)		(4,118	)		(1,522	)		37	%
Total other income		89,280			909,060			(819,780	)		-90	%
Total other expenses														(3,177	)		122,293			(125,470	)		-103	%

Net loss	$	(1,589,821	)	$	(505,764	)	$	(1,084,057	)		214	%	$	(1,783,801	)	$	(368,017	)	$	(1,415,784	)		385	%

* - 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 in the three months ended ~~June~~September 30, 2022 decreased by ~~$38,774,~~$132,103, or 3%9% year-over-year, to ~~$1,431,776,~~$1,262,253, primarily as a result of decreased patient service revenue at our NWC ~~practice of $200,442~~and BTG practices due primarily to ~~the departure of a physician and a decrease~~closures at ~~BTG of $17,529,~~both offices in September 2022 from Hurricane Ian, offset by a year-over-year increase at our NCFM practice of ~~$142,797~~$46,327 and the addition of AEU revenue following its ~~acquisition.~~acquisition in second quarter 2022.

Medicare shared savings revenue in the three months ended September 30, 2022 decreased by $2,419,312, or 100%, year-over-year, to $-0- as a result of an initial determination during third quarter 2022 from the CMS that our ACO narrowly missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022. During September 2022, we filed the MSSP Appeal with the CMS to review the calculation of our shared savings. We are awaiting the outcome of the MSSP Appeal, which we expect during the fourth quarter of 2022. Because we recognize Medicare shared savings revenue when we receive official notification from CMS of any amounts to be paid to us, we will only recognize revenue related to plan year 2021 shared savings if and when we are notified that the MSSP Appeal is successful. If the MSSP Appeal is unsuccessful, we will not receive any Medicare shared savings payments related to plan year 2021 and therefore will not recognize any Medicare shared savings revenue in 2022.

Subscription, consulting and event revenue in the three months ended ~~June~~September 30, 2022 increased by ~~$14,432,~~$20,382, or ~~20%~~29% year-over-year, to ~~$86,296.~~$89,977. Consulting revenue of ~~$84,657~~$88,806 was earned by the ACO/MSO Division in 2022, compared to ~~$70,893~~$69,595 in the three months ended ~~June~~September 30, 2021. Subscription and event revenue of ~~$1,638~~$1,171 and ~~$972~~$-0- in 2022 and 2021, respectively, was earned from Digital Healthcare division subscription revenues.

Product revenue was ~~$130,459~~$95,449 in the three months ended ~~June~~September 30, 2022, compared to ~~$168,206~~$161,456 in the three months ended ~~June~~September 30, 2021, a decrease of ~~$37,747,~~$66,007, or ~~22%~~41%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD.

Operating Expenses and Costs

Practice salaries and benefits ~~decreased~~increased by ~~$86,634,~~$71,034, or 10%, to ~~$816,398~~$810,058 in the three months ended ~~June~~September 30, 2022, primarily as a result of ~~cost-cutting measures at our NWC facility, offset by increased staffing at our NCFM facility~~the addition of AEU salaries and benefits for a full quarter in 2022 with no corresponding ~~to an increase~~cost in ~~patient visits and revenue in 2022.~~2021.

Other practice operating costs increased by ~~$128,115,~~$146,214, or ~~25%~~27%, to ~~$639,119~~$695,300 in the three months ended ~~June~~September 30, 2022, primarily ~~corresponding to an increase in NCFM patient visits and revenue in 2022~~ as ~~well as~~a result of the addition of AEU operating costs ~~associated~~for a full quarter in 2022 with ~~AEU following acquisition.~~no corresponding cost in 2021.

Medicare shared savings expenses ~~increased by $39,686, or 20% to $237,149~~ in the three months ended ~~June~~September 30, 2022 decreased by $1,411,052, or 81%, year-over-year, to $337,533 as a result of an initial determination during third quarter 2022 from the CMS that our ACO narrowly missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022. Because there was no shared savings awarded in the initial notification, the portion of shared savings shared with our participating providers was $-0- in 2022. During September 2022, we filed the MSSP Appeal with the CMS. We are awaiting the outcome of the MSSP Appeal, which we expect during the fourth quarter of 2022. Because we recognize provider shared savings expense when we receive official notification from CMS of any amounts to be paid to us, we will only recognize such expense related to plan year 2021 shared savings if and when we are notified that the reconsideration appeal is successful. If the reconsideration appeal is unsuccessful, we will not receive any Medicare shared savings ~~expenses represent costs incurred~~payments related to ~~deliver~~plan year 2021 and therefore will not recognize any Medicare shared savings revenue ~~including overhead and consulting fees related to advising participating physician practices, as well as the physicians’ portion of any~~or provider shared ~~savings received by the ACO.~~saving expense in 2022.

Cost of product revenue was ~~$170,543~~$87,775 in the three months ended ~~June~~September 30, 2022, ~~an increase~~a decrease of ~~$10,545,~~$57,657, or 7%40%, compared to the same period of ~~2021. During~~2021, corresponding to the ~~three months ended June 30, 2022, we made two~~decline in product sales ~~with corresponding cost of product revenue of $89,395~~ for ~~which we do not believe it is probable that we will collect from~~ the ~~customers. As a result,~~quarter compared to the ~~cost of product revenue is recognized~~same period in the ~~three months ended June 30, 2022 with no corresponding revenue recognized.~~prior year.

Selling, general and administrative costs ~~increased~~decreased by ~~$108,033,~~$59,458, or 9%5%, to ~~$1,255,511~~$1,088,133 in the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021, primarily due to ~~more personnel, overhead, promotional~~lower stock-based consulting fees, travel costs and ~~development~~advertising costs ~~in our corporate function in connection with our continued investment in the HealthLynked Network, offset by lower cash-based consulting, legal and accounting fees~~incurred in 2022 compared to 2021.

Depreciation and amortization increased in the three months ended ~~June~~September 30, 2022 by ~~$2,443,~~$4,193, or 1%2%, to ~~$208,912~~$209,504 compared to the three months ended ~~June~~September 30, ~~2021.~~2021 as a result of the addition of new depreciable medical equipment from the AEU acquisition. We did not add any new intangible assets subject to amortization during either period.

Loss from operations increased by ~~$264,277,~~$1,290,314, or ~~19%~~263%, to ~~$1,679,101~~$1,780,624 in the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021, primarily as a result of ~~increased selling, general~~receiving no Medicare shared savings revenue (net of provider shared savings expense) in 2022, which is under appeal as described above, decreased patient service revenue at our NWC and ~~administrative costs~~BTG practices due primarily to closures at both offices in September 2022 from Hurricane Ian, and ~~practice operating costs, as well as one-time~~decrease in product ~~costs recognized with no corresponding revenue in second quarter 2022.~~revenue.

Other Income (Expenses)

~~Gain on extinguishment of debt~~Financing cost in the three months ended ~~June~~September 30, 2021 was ~~$632,826,~~$110,000, resulting from cash and stock-based fees paid in connection with the ~~forgiveness of Paycheck Protection Program (the “PPP”~~July 2022 Standby Equity Purchase Agreement (“SEPA”) ~~loans taken by us in 2020 that were forgiven by the U.S. Small Business Administration (the “SBA”) in May and June 2021.~~. There were no ~~gains or losses~~financing costs in the third quarter of 2021.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended September 30, 2021 was $21,020, resulting from ~~the extinguishment~~amortization of ~~debt~~original issue discounts on our July 2022 $550,000 promissory note and on a note payable assumed in ~~2022.~~our acquisition of AEU.

Gains from the change in fair value of contingent acquisition consideration ~~decreased~~increased by ~~$180,843,~~$7,072, or ~~66%~~6%, to ~~a gain of $93,768~~$133,483 in the three months ended ~~June~~September 30, 2022, compared to ~~$274,611~~$126,411 in the three months ended ~~June~~September 30, 2021. Because contingent acquisition consideration related to our acquisition of MOD is payable in a fixed number of shares, changes in the fair value of the contingent acquisition consideration fluctuates with our share price. During each of the three months ended ~~June~~September 30, 2022 and 2021, our share price decreased from the price at the end of the preceding quarter, resulting in a decrease in the fair value of the contingent acquisition consideration liability and a corresponding gain from the change in fair value of the liability.

Interest expense increased by ~~$6,111,~~$1,522, or ~~377%~~37%, to ~~$4,488~~$5,640 for the three months ended ~~June~~September 30, 2022 ~~compared to interest income of $1,623 in the three months ended June 30, 2021,~~ as a result of the forgiveness of PPP loans in 2021. ~~Remaining interest~~Interest expense relates primarily to long-term SBA loans.

Total other income (expenses) decreased by ~~$819,780,~~$125,470, or ~~90%~~103%, to ~~$89,280~~expense of ($3,177) in the three months ended ~~June~~September 30, 2022 compared to ~~$909,060~~income of $122,293 in the three months ended ~~June~~September 30, 2021. The change was primarily a result of ~~a $632,826 gain from~~financing costs and amortization of debt discounts associated with the ~~forgiveness of PPP loans in 2021, as well as higher gains on the change in fair value of contingent acquisition consideration in 2021.~~July 2022 SEPA and $550,000 promissory note, respectively.

Net loss increased by ~~$1,084,057,~~$1,415,784, or ~~214%~~385%, to ~~$1,589,821~~$1,783,801 in the three months ended ~~June~~September 30, 2022, compared to net loss of ~~$505,764~~$368,017 in the three months ended ~~June~~September 30, 2021, primarily as a result of (i) ~~a $632,826 gain from~~ the ~~forgiveness~~initial determination by CMS of ~~PPP loans~~no Medicare shared savings revenue (net of provider shared savings expense) in ~~2021,~~2022, which is under appeal as described above, (ii) higher ~~gains on the change in fair value of contingent acquisition consideration in 2021, (iii) increased selling, general and administrative costs and~~ practice operating costs, (iii) lower patient service revenue resulting from office closures associated with Hurricane Ian in September 2022, and (iv) ~~one-time product~~financing costs ~~recognized~~associated with ~~no corresponding revenue in second quarter 2022.~~the July 2022 SEPA.

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

The following table summarizes the changes in our results of operations for the ~~six~~nine months ended ~~June~~September 30, 2022 compared with the ~~six~~nine months ended ~~June~~September 30, 2021:

	Six Months Ended June 30,						Change						Nine Months Ended September 30,						Change
	2022			2021			$			%			2022			2021			$			%

Patient service revenue, net	$	2,807,461		$	2,984,926		$	(177,465	)		-6	%	$	4,069,714		$	4,379,282		$	(309,568	)		-7	%
Medicare shared savings revenue														---			2,419,312			(2,419,312	)		-100	%
Subscription, consulting and event revenue		170,514			159,519			10,995			7	%		260,491			229,114			31,377			14	%
Product revenue		277,428			350,869			(73,441	)		-21	%		372,877			512,325			(139,448	)		-27	%
Total revenue		3,255,403			3,495,314			(239,911	)		-7	%		4,703,082			7,540,033			(2,836,951	)		-38	%

Operating Expenses and Costs
Practice salaries and benefits		1,534,471			1,566,969			(32,498	)		-2	%		2,344,529			2,305,993			38,536			2	%
Other practice operating expenses		1,201,770			1,241,788			(40,018	)		-3	%		1,897,070			1,790,874			106,196			6	%
Medicare shared savings expenses		464,878			408,970			55,908			14	%		802,411			2,157,555			(1,355,144	)		-63	%
Cost of product revenue		331,354			328,594			2,760			1	%		419,129			474,026			(54,897	)		-12	%
Selling, general and administrative expenses		2,590,651			2,513,615			77,036			3	%		3,678,784			3,661,206			17,578			0	%
Depreciation and amortization		412,802			418,127			(5,325	)		-1	%		622,306			623,438			(1,132	)		0	%
Loss from operations		(3,280,523	)		(2,982,749	)		(297,774	)		10	%		(5,061,147	)		(3,473,059	)		(1,588,088	)		46	%

Other Income (Expenses)
Loss on extinguishment of debt		—			(4,957,168	)		4,957,168			-100	%
Gain (loss) on extinguishment of debt														---			(4,957,168	)		4,957,168			-100	%
Change in fair value of debt		—			(19,246	)		19,246			-100	%		---			(19,246	)		19,246			-100	%
Financing cost														(110,000	)		---			*			*
Amortization of original issue discounts on notes payable														(21,020	)		---			*			*
Change in fair value of contingent acquisition consideration		532,090			(361,089	)		893,179			-247	%		665,573			(234,678	)		900,251			-384	%
Interest expense		(9,511	)		(8,965	)		(546	)		6	%		(15,151	)		(13,083	)		(2,068	)		16	%
Total other income (expenses)		522,579			(5,346,468	)		5,869,047			-110	%		519,402			(5,224,175	)		5,743,577			-110	%

Net loss	$	(2,757,944	)	$	(8,329,217	)	$	5,571,273			-67	%	$	(4,541,745	)	$	(8,697,234	)		4,155,489			-48	%

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

* - Denotes change of less than 1%.

Revenue

Patient service revenue in the ~~six~~nine months ended ~~June~~September 30, 2022 decreased by ~~$177,465,~~$309,568, or 6%7% year-over-year, to ~~$2,807,461,~~$4,069,714, primarily as a result of decreased patient service revenue at our NWC practice of ~~$399,647~~$632,275 due to the departure of a physician and a decrease at BTG of ~~$15,205,~~$48,051, offset by a year-over-year increase at our NCFM practice of ~~$200,987~~$247,314 and the addition of AEU revenue following its acquisition.

Medicare shared savings revenue in the nine months ended September 30, 2022 decreased by $2,419,312, or 100%, year-over-year, to $-0- as a result of an initial determination during third quarter 2022 from the CMS that our ACO narrowly missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022. During September 2022, we filed the MSSP Appeal with the CMS to review the calculation of our shared savings. We are awaiting the outcome of the MSSP Appeal, which we expect during the fourth quarter of 2022. Because we recognize Medicare shared savings revenue when we receive official notification from CMS of any amounts to be paid to us, we will only recognize revenue related to plan year 2021 shared savings if and when we are notified that the MSSP Appeal is successful. If the MSSP Appeal is unsuccessful, we will not receive any Medicare shared savings payments related to plan year 2021 and therefore will not recognize any Medicare shared savings revenue in 2022.

Subscription, consulting and event revenue in the ~~six~~nine months ended ~~June~~September 30, 2022 increased by ~~$10,995,~~$31,377, or 7%14% year-over-year to ~~$170,514.~~$260,491. Consulting revenue of ~~$162,251~~$251,058 was earned by the ACO/MSO Division in 2022, compared to ~~$147,434~~$217,209 in the three months ended June 30, 2021. Subscription and event revenue of ~~$8,262~~$9,433 and ~~$12,805~~$11,905 in 2022 and 2021, respectively, was earned from Digital Healthcare division subscription and event revenues.

Product revenue was ~~$277,428~~$372,877 in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$350,869~~$512,235 in the ~~six~~nine months ended ~~June~~September 30, 2021, a decrease of ~~$73,441,~~$139,448, or ~~21%~~27%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD.

Operating Expenses and Costs

Practice salaries and benefits ~~decreased~~increased by ~~$32,498,~~$38,536, or 2%, to ~~$1,534,471~~$2,344,529 in the ~~six~~nine months ended ~~June~~September 30, 2022 primarily as a result of ~~cost-cutting measures at our NWC facility, offset by increased staffing at our NCFM facility~~the addition of AEU salaries and benefits starting in May 2022 with no corresponding ~~to an increase~~cost in ~~patient visits and revenue in 2022.~~2021.

Other practice operating costs ~~decreased~~increased by ~~$40,018,~~$106,196, or 3%6%, to ~~$1,201,770~~$1,897,070 in the ~~six~~nine months ended ~~June~~September 30, 2022, ~~due to reduced overhead at our NWC and NCFM facilities on~~primarily as a ~~year-to-date basis, offset by~~result of the addition of AEU operating costs ~~associated~~starting in May 2022 with ~~AEU following its acquisition.~~no corresponding cost in 2021.

Medicare shared savings expenses ~~increased by $55,908, or 14% to $464,878~~ in the ~~six~~nine months ended ~~June~~September 30, 2022 decreased by $1,355,144, or 63%, year-over-year, to $802,411 as a result of an initial determination during third quarter 2022 from the CMS that our ACO narrowly missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022. Because there was no shared savings awarded in the initial notification, the portion of shared savings shared with our participating providers was $-0- in 2022. During September 2022, we filed the MSSP Appeal with the CMS. We are awaiting the outcome of the MSSP Appeal, which we expect during the fourth quarter of 2022. Because we recognize provider shared savings expense when we receive official notification from CMS of any amounts to be paid to us, we will only recognize such expense related to plan year 2021 shared savings if and when we are notified that the reconsideration appeal is successful. If the reconsideration appeal is unsuccessful, we will not receive any Medicare shared savings payments related to plan year 2021 and therefore will not recognize any Medicare shared savings revenue or provider shared saving expense in 2022.

Cost of product revenue was ~~$331,354~~$419,129 in the ~~six~~nine months ended ~~June~~September 30, 2022, ~~an increase~~a decrease of ~~$2,760,~~$54,897, or 1%12%, compared to the same period of ~~2021.~~2021, corresponding to the decline in product sales for the period compared to the same period in the prior year. During the ~~six~~nine months ended ~~June~~September 30, 2022, we also made two sales with corresponding cost of product revenue of $89,395 for which we do not believe it is probable that we will collect from the customers. As a result, the cost of product revenue is recognized in the three months ended ~~June~~September 30, 2022 with no corresponding revenue recognized.

Selling, general and administrative costs increased by ~~$77,036,~~$17,578, or 3%less than 1%, to ~~$2,590,651~~$3,678,784 in the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily due to more personnel, overhead, promotional and development costs in our corporate function in connection with our continued investment in the HealthLynked Network, offset by lower stock-based and cash-based consulting fees, and legal and accounting fees in 2022 compared to 2021.

Depreciation and amortization decreased in the ~~six~~nine months ended ~~June~~September 30, 2022 by ~~$5,325,~~$1,132, or less than 1%, to ~~$412,802~~$622,306 compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily as a result of certain fixed assets reaching the end of their depreciable ~~lives.~~lives in 2021, offset by the addition of new depreciable medical equipment from the AEU acquisition. We did not add any new intangible assets subject to amortization during either period.

Loss from operations increased by ~~$297,774,~~$1,588,088, or ~~10%~~46%, to ~~$3,280,523~~$5,061,147 in the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily as a result of receiving no Medicare shared savings revenue (net of provider shared savings expense) in 2022, which is under appeal as described above, lower patient service and product revenue and an increase in ~~selling, general and administrative and Medicare shared savings expense, offset by reductions in~~ practice operating costs.

Other Income (Expenses)

Loss on extinguishment of debt in the ~~six~~nine months ended ~~June~~September 30, 2021 was $4,957,168 resulting from (i) a loss on debt extinguishment of ~~$5,463,592~~$5,589,994 representing the excess of the fair value of shares and a warrant issued at conversion of convertible notes over the carrying value of the host instruments and accrued interest, and (ii) a debt extinguishment gain of $632,826 related to the forgiveness of PPP loans in May and June 2021. There were no gains or losses from the extinguishment of debt in 2022.

Losses from the change in fair value of debt was $19,246 in the ~~six~~nine months ended ~~June~~September 30, 2021. Such losses resulted from certain convertible notes and notes payable to related parties that, in previous periods, were extended and treated as an extinguishment and reissuance for accounting purposes, requiring these notes to be subsequently carried at fair value. The change in fair value at the end of each reporting period was recorded as “Change in fair value of debt.” After conversion of our remaining convertible notes outstanding in January 2021, we had no further debt carried at fair value, and therefore no change in fair value of debt in the ~~six~~nine months ended ~~June~~September 30, 2022

Financing cost in the nine months ended September 30, 2021 was $110,000, resulting from cash and stock-based fees paid in connection with the July 2022 SEPA. There were no financing costs in the third quarter of 2021.

Amortization of original issue and debt discounts on notes payable and convertible notes in the nine months ended September 30, 2021 was $21,020, resulting from amortization of original issue discounts on our July 2022 $550,000 promissory note and on a note payable assumed in our acquisition of AEU.

Gain (loss) from the change in fair value of contingent acquisition consideration increased by ~~$893,179,~~$900,251, or ~~247%~~384%, to a gain of ~~$532,090~~$665,573 in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a loss of ~~$361,089~~$234,678 in the ~~six~~nine months ended ~~June~~September 30, 2021. Because contingent acquisition consideration related to our acquisition of MOD is payable in a fixed number of shares, changes in the fair value of the contingent acquisition consideration fluctuates with our share price. During the ~~six~~nine months ended ~~June~~September 30, 2021, our share price increased substantially, resulting in an increase in the fair value of the contingent acquisition consideration liability and a corresponding loss from the change in fair value. During the ~~six~~nine months ended ~~June~~September 30, 2022, our share price decreased substantially, resulting in a gain from the decrease in fair value of the liability.

Interest expense increased by ~~$546,~~$2,068, or 6%16%, to ~~$9,511~~$15,151 for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to interest expense of ~~$8,965~~$13,083 in the ~~six~~nine months ended ~~June~~September 30, ~~2021, as a result of the repayment and conversion of convertible notes and notes payable~~2021. Interest expense relates primarily to ~~related parties during 2020 and forgiveness of PPP loans in 2021, leaving low-interest government loans as our only debt.~~long-term SBA loans.

Total other income (expenses) increased by ~~$5,869,047,~~$5,743,577, or 110%, to income of ~~$522,579~~$519,402 in the ~~six~~nine months ended ~~June~~September 30, 2022 compared to expense of ~~$5,346,468~~$5,224,175 in the ~~six~~nine months ended ~~June~~September 30, 2021. The change was primarily a result of a $5,589,994 loss on extinguishment of debt associated with the retirement of our last remaining convertible notes payable in 2021, and a gain from the change in fair value of contingent acquisition recognized in the ~~six~~nine months ended ~~June~~September 30, 2022, contrasted to a loss in the ~~six~~nine months ended ~~June~~September 30, 2021, due principally to the fixed-share structure of the MOD contingent consideration.

Net loss decreased by ~~$5,571,273,~~$4,155,489, or ~~67%~~48%, to ~~$2,757,944~~$4,541,745 in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to net loss of ~~$8,329,217~~$8,697,234 in the ~~six~~nine months ended ~~June~~September 30, 2021, primarily as a result of (i) ~~a loss on extinguishment~~the initial determination by CMS of ~~debt~~no Medicare shared savings revenue (net of ~~$5,589,994~~provider shared savings expense) in ~~2021 associated with~~2022, which is under appeal as described above, (ii) an increase in the ~~retirement of our last remaining convertible notes payable, (ii) a $532,090~~ gain from the change in fair value of contingent acquisition recognized in 2022 as compared to ~~a loss of $361,089 in~~ 2021, due principally to the fair value impact of changes in our stock price on the fixed-share structure of the MOD contingent acquisition consideration, (iii) a decrease in patient services revenue at our NWC facility and a decrease in product revenue, and (iv) an increase in ~~selling, general and administrative and Medicare shared savings expense, offset by (v) decreases in~~ practice salaries and operating costs in our Health Services division.

Seasonal Nature of Operations

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

As described above, we received an initial determination during third quarter 2022 from the CMS that our ACO missed its plan year 2021 benchmark expenditures, for which we would have received payment in September 2022, by just 0.03% on total ACO expenditures of approximately $112 million. During September 2022, we filed the MSSP Appeal with the CMS on the basis that certain of our included expenditures were directly related to long-haul Covid-19 and should therefore be excluded from consideration in calculation of our shared savings. We are awaiting the outcome of the MSSP Appeal, which we expect during the fourth quarter of 2022. Because we recognize Medicare shared savings revenue and related provider shared savings expense when we receive official notification from CMS of any amounts to be paid to us, we will only recognize revenue and expense related to plan year 2021 shared savings if and when we are notified that the MSSP Appeal is successful. If the MSSP Appeal is unsuccessful, we will not receive any Medicare shared savings payments related to plan year 2021 and therefore will not recognize any Medicare shared savings revenue or provider shared saving expense in 2022.

Liquidity and Capital Resources

Liquidity and Going Concern

During the second quarter of 2014, the 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 15,~~(November 14, 2022). Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before ~~August 15,~~November 14, 2023.

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

We have experienced net losses and cash outflows from operating activities since inception. As of ~~June~~September 30, 2022, we had cash balances of ~~$251,118,~~$158,160, a working capital deficit of ~~$1,381,166~~$1,989,943 and an accumulated deficit of ~~$34,963,133.~~$36,746,934. For the ~~six~~nine months ended ~~June~~September 30, 2022, we had a net loss of ~~$2,757,944,~~$4,541,745, net cash used by operating activities of ~~$2,518,152,~~$3,762,644, and no cash provided by financing ~~activities.~~activities of $1,173,908. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

Management has evaluated the significance of the conditions described above in relation to our ability to meet our obligations and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the condensed consolidated financial statements were issued.

On July 5, 2022, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we shall have the right to sell to Yorkville up to 30,000,000 of our shares of common stock, par value $0.0001 per share, at our request any time during the commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold us to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of our common stock during the applicable pricing period, we cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds to be raised by us from those sales, if any.

~~On July 11,~~ During the three and nine months ended September 30, 2022, we filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022. Between July 19, 2022 and August 15, 2022, we completed threemade 11 advances under the SEPA, receiving ~~$88,897~~$297,405 in proceeds for the issuance of ~~683,100~~2,708,100 shares of common ~~stock.~~stock, of which $125,618 was applied to the balance of the Promissory Note.

On July 19, 2022, pursuant to a Note Purchase Agreement between us and Yorkville, dated July 5, 2022, we issued to Yorkville a promissory note with an initial principal amount equal to $550,000 (the “Promissory Note”) at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. We received net proceeds of $522,500. The Promissory Note will mature on the six-month anniversary of execution. The Promissory Note accrues interest at a rate of 0%, but was issued with 5% original issue discount, and will be repaid in five equal monthly installments beginning on August 19, 2022. The Promissory Note may be repaid with the proceeds of an advance under the SEPA, or repaid in cash and, if repaid in cash, together with a 2% premium. During the third quarter of 2022, we made repayments totaling $149,595 against the Promissory Note, including $125,618 applied from proceeds of sales of common stock under the SEPA.

On October 21, 2022, our Board of Directors approved a plan to sell the ACO/MSO Division, comprised of the operations of CHM and its subsidiary AHP, which we acquired on May 18, 2020. CHM and AHP operate an ACO that assists physician practices in providing coordinated and more efficient care to patients via the MSSP, as administered by the CMS, which rewards providers for efficiency in patient care. We expect to use the cash proceeds generated from a sale to supplement our operating cash requirements and pursue additional acquisitions. We expect to complete a sale by the first quarter of 2023.

Without raising additional capital, either via additional Advances made pursuant to the SEPA, from the sale of debt or equity, from the sale of the ACO/MSO Division, or from other sources, there is substantial doubt about our ability to continue as a going concern through ~~August 15,~~November 14, 2023. The accompanying condensed 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.

~~COVID-19~~

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

Plan of operation and future funding requirements

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

We 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 providers and patient members. We also are leveraging MOD’s discounted medical supplies as an offering to our patient and physician members in ~~both~~ the HealthLynked ~~Network and our ACO network.~~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.

Historical Cash Flows

Six Months Ended June 30,
2022 2021
Net cash (used in) provided by:
Operating activities $ (2,518,152 ) $ (2,261,352 )
Investing Activities (531,864 ) (203,399 )
Financing activities 9,488 4,892,202
Net increase (decrease) in cash $ (3,040,528 ) $ 2,427,451

	Nine Months Ended September 30,
	2022			2021
Net cash (used in) provided by:
Operating activities	$	(3,762,644	)	$	(1,627,184	)
Investing activities		(544,750	)		(334,581	)
Financing activities		1,173,908			7,248,372
Net increase (decrease) in cash	$	(3,133,486	)	$	5,286,607

Operating Activities – During the ~~six~~nine months ended ~~June~~September 30, 2022, we used cash from operating activities of ~~$2,518,152,~~$3,762,644, as compared with ~~$2,261,352~~$1,627,184 in the ~~six~~nine months ended ~~June~~September 30, 2021. The increase in cash usage results primarily from year-over-year decreases in Medicare shared savings revenue (net of provider shared savings expense) for which we are awaiting the outcome of an appeal, patient service and product revenue, as well as increased selling, increased general and administrative costs ~~increased~~ related to our continued expansion and investment in developing and marketing the HealthLynked Network.

Investing Activities – During the ~~six~~nine months ended ~~June~~September 30, 2022, we used ~~$531,864~~$544,750 in investing activities, including ~~$300,916~~$313,802 used to acquire AEU (net of cash acquired), $207,384 contingent acquisition consideration payment paid to the sellers of NCFM related to the third and final year of earn-out, and $23,564 to acquire fixed assets. During the ~~six~~nine months ended ~~June~~September 30, 2021, we used ~~$203,399~~$334,581 in investing activities, including $196,000 contingent acquisition consideration payment paid the sellers of NCFM ~~related to~~and $126,106 contingent acquisition consideration payment paid the ~~second year~~sellers of ~~earn-out,~~Cura, plus ~~$7,399~~$12,475 for the acquisition of computers and equipment.

Financing Activities – During the ~~six~~nine months ended ~~June~~September 30, 2022, we received ~~$10,000~~$706,787 from the sale of common stock (net of $125,618 received from sales of common stock under the SEPA that were applied to the balance of the Note Payable), $522,500 from the issuance of notes payable and paid ~~$512~~$55,379 against notes ~~acquired in~~payable balances (net of $125,618 received from sales of common stock under the ~~AEU transaction. Cash generated in~~SEPA that were applied to the ~~six~~balance of the Note Payable). During the nine months ended ~~June~~September 30, 2022 and 2021, we realized $7,248,372 and $271,308, respectively, in financing activities. Cash realized in 2021 was comprised mainly of ~~$4,649,360~~$5,229,360 from the sale of common stock pursuant to private placements and puts under the ~~now-expired July 2016 $3 million investment agreement~~Investment Agreement, $1,719,921 net proceeds from the Registered Direct Offering, and ~~$293,951~~$350,200 proceeds from the exercise of options and warrants. We also made cash repayments against a vendor note in the amount of $51,109, retiring the note in full.

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~~September 30, 2022 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, our management concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2022.

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~~September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 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 ~~May 18,~~July 5, 2022, we sold ~~66,667~~3,181,818 shares of common stock for cash in a private placement transaction to anthree separate accredited ~~investor.~~investors. We received ~~$10,000~~$350,000 in proceeds from the sale. In connection with the stock sale, we also issued ~~33,334~~1,590,909 five-year warrants to purchase shares of common stock at an exercise price of ~~$0.25~~$0.22 per share.

On July 26, 2022, we issued 142,024 shares of common stock to a consultant as compensation for services provided.

On September 27, 2022, we sold 1,750,000 shares of common stock for cash in a private placement transaction to two separate accredited investors. We received $175,000 in proceeds from the sale. In connection with the stock sale, we also issued 1,625,000 five-year warrants to purchase shares of common stock at exercise prices between $0.12 and $0.15 per share.

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 5.02 – Compensatory Arrangements of Certain Officers~~None.

On August 12, 2022, the Board of Directors of the Company approved an increase in the base salary of George O’Leary, the Company’s Chief Financial Officer, from $200,000 to $250,000 per year. The increase was effective immediately.

Item 6. Exhibits

Exhibit No.		Exhibit Description
10.1		~~Standby Equity Purchase~~Extension Letter Agreement, ~~dated July 5, 2022,~~ by and between HealthLynked Corp. and ~~YA II PN, Ltd. (Filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 8, 2022)~~
~~10.2~~		~~Note Purchase Agreement,~~George O’Leary, dated ~~July 5, 2022, by and between HealthLynked Corp. and YA II PN, Ltd. (Filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 8, 2022)~~
~~10.3~~		~~Promissory Note, dated July 19,~~October 13, 2022 (Filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on ~~July 22,~~October 19, 2022)
31.1*10.2		Non-Disclosure, Non-Solicitation and Non-Compete Agreement between HealthLynked Corp. and George O’Leary, dated October 13, 2022 (Filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on October 19, 2022)
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.231.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
32.132.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.232.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

*	Filed herewith.

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 15,~~November 14, 2022

HEALTHLYNKED CORP.

By:	/s/ Michael Dent
	Name:	Michael Dent
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

By:

/s/ George O’Leary

Name:

George O’Leary

Title:

Chief Financial Officer

(Principal Financial Officer)

4446

10-Q P5Y P5Y false --12-31 Q3 0001680139 iso4217:USD xbrli:shares

Cash consideration	$	125,000
Payment of AEU debt obligations in cash		185,077
Fair value of shares issued at closing		103,804
Less cash received		(9,161	)

Total Fair Value of Consideration Paid	$	404,720

	June 30, 2022				December 31, 2020
	Amount		Shares		Amount		Shares

Shares issuable to consultants, employees and directors	$	345,042		1,207,472	$	282,347		719,366

	Six Months Ended June 30, 2021
	Health Services			Digital Healthcare			ACO / MSO			Medical Distribution			Total
Revenue
Patient service revenue, net	$	2,984,926		$	—		$	—		$	—		$	2,984,926
Subscription, consulting and event revenue		—			12,085			147,434			—			159,519
Product revenue		—			—			—			350,869			350,869
Total revenue		2,984,926			12,085			147,434			350,869			3,495,314

Operating Expenses
Practice salaries and benefits		1,566,969			—			—			—			1,566,969
Other practice operating expenses		1,241,788			—			—			—			1,241,788
Medicare shared savings expenses		—			—			408,970			—			408,970
Cost of product revenue		—			—			—			328,594			328,594
Selling, general and administrative expenses		—			2,379,032			—			134,583			2,513,615
Depreciation and amortization		57,297			1,190			—			359,640			418,127
Total Operating Expenses		2,866,054			2,380,222			408,970			822,817			6,478,063

Income (loss) from operations	$	118,872		$	(2,368,137	)	$	(261,536	)	$	(471,948	)	$	(2,982,749	)

Other Segment Information
Interest expense	$	2,439		$	6,626		$	—		$	(100	)	$	8,965
(Gain) loss on extinguishment of debt	$	(502,959	)	$	5,471,884		$	—		$	(11,757	)	$	4,957,168
Change in fair value of debt	$	—		$	19,246		$	—		$	—		$	19,246
Change in fair value of contingent acquisition consideration	$	—		$	361,089		$	—		$	—		$	361,089

		June 30, 2021
Identifiable assets	$	2,163,058		$	2,843,315		$	1,101,230		$	3,077,259		$	9,184,862
Goodwill	$	—		$	—		$	381,856		$	766,249		$	1,148,105

	As of June 30, 2022								As of December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liability-classified equity instruments	$	---	$	---	$	136,250	$	136,250	$	—	$	—	$	162,500	$	162,500
Contingent acquisition consideration		—		—		446,216		446,216		—		—		1,185,690		1,185,690

Total	$	—	$	—	$	582,466	$	582,466	$	—	$	—	$	1,348,190	$	1,348,190