As filed with the Securities and Exchange Commission on February 9, 2026

Registration Number 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HealthLynked Corp.

(Exact Name of Registrant as specified in its charter)

1265 Creekside Parkway, Suite 200

Naples, Florida 34108

Telephone: (800) 928-7144

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

Michael Dent, MD

Chief Executive Officer

1265 Creekside Parkway, Suite 200

Naples, Florida 34108

Telephone: (800) 928-7144

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

With copies to:

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

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

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

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

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

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

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

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

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

SUBJECT TO COMPLETION, DATED FEBRUARY 9, 2026

PRELIMINARY PROSPECTUS

$7,000,000

Up to 1,750,000 Shares of Common Stock

HEALTHLYNKED CORP.

Common Stock

This is a public offering of $7,000,000 of shares of common stock, $0.0001 par value per share (“common stock”), of HealthLynked Corp., a Nevada corporation (the “Company”, “we”, “us”, “our”, or “HealthLynked”) at an assumed offering price between $4.00 and $6.00 per share.

Currently, our common stock is quoted on the OTCQB under the symbol “HLYK”. On February 6, 2026, the last reported sale price of our common stock on the OTCQB was $2.75 per share. We anticipate a public offering price of between $4.00 and $6.00 per share. The final public offering price of the shares of common stock in this offering will be determined through negotiation between us and the underwriter in the offering and the recent market price of our common stock used throughout this prospectus may not be indicative of the final offering price.

Currently, there is a limited market for our common stock. We have applied to list our common stock for trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “HLYK”. Accordingly, we expect our common stock to begin trading on Nasdaq on or around the date of this prospectus, at which point our common stock will cease to be traded on the OTCQB. There is no assurance that an active trading market for our common stock will develop or be sustained. No assurance can be given that our application for listing on Nasdaq will be approved. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering.

Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus before making a decision to purchase our common stock.

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

We have granted the underwriter a 45-day option to purchase up to an additional 210,000 shares of common stock solely to cover over-allotments, if any.

The date of this prospectus is February __, 2026

Sole Book-Running Manager

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Please read this prospectus carefully. It describes our business, our financial condition, and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus.

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

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

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

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

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

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

RISK FACTORS

An investment in our securities involves a high degree of risk. This prospectus contains a discussion of the risks applicable to an investment in our securities. You should carefully consider the specific factors discussed under this “Risk Factors” heading in this prospectus, together with all of the other information contained or incorporated by reference in this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

FINANCIAL AND GENERAL BUSINESS RISKS  

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

As September 30, 2025, we had cash of $10,911, a working capital deficit of $5,201,336 and an accumulated deficit of $50,768,392. Based on our current business plan, management believes that our available cash and cash equivalents will not be sufficient to fund our operations for the next twelve months from the issuance of the financial statements that are included elsewhere in this prospectus without generating positive cash flows and by raising additional capital from outside sources. These conditions raise substantial doubt about our ability to continue as a going concern. In addition, our current operating plan is based on current assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

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

A failure to obtain additional financing could prevent us from making necessary expenditures for advancement and growth to partner with businesses and hire additional personnel. If we raise additional financing by selling equity, or convertible debt securities, the relative equity ownership of our existing investors could be diluted, or the new investors could obtain terms more favorable than previous investors. If we raise additional funds through debt financing, we could incur significant borrowing costs and be subject to adverse consequences in the event of a default.

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

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

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

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

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

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

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

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

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

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

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

Our sales strategy may not be successful.

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

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

We rely on a sole supplier for the fulfillment of nearly all product sales made through MOD. If this sole supplier is unable to supply to us in the quantities we require, or at all, or otherwise defaults on its supply obligations to us, we may not be able to obtain alternative supplies from other suppliers on acceptable terms, in a timely manner, or at all.

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

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

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

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

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

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

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

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

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

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

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

RISKS RELATED TO THE HEALTHLYNKED NETWORK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RISKS RELATED TO THE PROVISION OF MEDICAL SERVICES

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

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

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

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

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

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

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

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

RISKS RELATING TO OUR ORGANIZATION

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

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

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

Currently, our officers and directors as a group beneficially control approximately 99.3% of our voting power, of which approximately 99.2% is controlled by our Chairman and CEO, Dr. Michael Dent. As a result of this voting control, Dr. Dent can control all matters submitted to our stockholders for approval, including the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our Company on terms that other stockholders may desire. In addition, as the interests of Dr. Dent and our minority stockholders may not always be the same, this large concentration of voting power may lead to stockholder votes that are inconsistent with the best interests of our minority stockholders or the best interest of the Company as a whole.

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

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

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

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

As of the date of this prospectus, we had approximately 2,665,769 shares of our common stock reserved or designated for future issuance upon the exercise of outstanding options, warrants, unvested employee grants, common stock issuable, convertible debt and Series B Convertible Preferred Stock. Future sales of substantial amounts of our common stock to the public and the issuance of the shares reserved for future issuance, in payment of our debt, and/or upon exercise of outstanding options and warrants, will be dilutive to our existing stockholders and could result in a decrease in our stock price.

RISKS RELATED TO OFFERING

The public market for our common stock is limited, which could negatively affect its value and make it difficult or impossible for you to sell your shares.

Our common stock has traded on the OTCQB under the symbol “HLYK” since May 10, 2017. There is a limited public market for our common stock, which could make it difficult to sell shares. Further, we have applied to have our common stock listed on the Nasdaq Capital Market. To meet the Nasdaq minimum listing requirements, we may be required to have our related party debtholder, Dr. Michael Dent, convert a portion or all of the convertible debt outstanding to him. No assurance can be given that we will meet the minimum listing requirements or that our application will be approved. If our application is not approved, we will not complete this offering. In the event this offering is completed and our common stock is listed on the Nasdaq Capital Market, there is no assurance a more active trading market for our common stock will develop or be sustained or that we will remain eligible for continued listing on the Nasdaq Capital Market.

We may not be able to maintain a listing of our common stock on Nasdaq.

If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate such listing requirements, our common stock may be delisted. In addition, our Board of Directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

Investing in our Company is highly speculative and could result in the entire loss of your investment.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we will be unable to accomplish them. Our stockholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

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

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

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.

Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.

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

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

Our charter and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Furthermore, the Board of Directors has the ability to increase the size of the board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

The public offering price for our shares of common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The public offering price for our shares of common stock may vary from the market price of our shares of common stock following this offering. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. If you purchase our shares of common stock in this offering, you may not be able to resell those shares at or above the public offering price. The market price for our shares of common stock may be volatile and subject to wide fluctuations due to factors such as:

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our shares of common stock.

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

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

We have registered shares for sale with a proposed price range of $4.00 to $6.00 per share and a maximum aggregate offering amount of $7,000,000. The actual number of shares sold will depend on the final offering price. If the offering price is set at the lower end of the range, we will issue a greater number of shares than if the offering price is set at the higher end of the range, which will result in greater dilution to investors purchasing shares in this offering.

In addition, the public offering price will be based on a number of factors, including prevailing market conditions, investor demand, our financial condition and prospects, and the trading prices of comparable companies. Market volatility, including volatility in the equity markets generally or in the market price of our common stock following this offering, could cause the offering price to be lower than anticipated or result in increased dilution to investors. There can be no assurance that the price at which our common stock will trade following this offering will be equal to or greater than the public offering price.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of our common stock in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be $6,160,000, at an assumed public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus. If the underwriter exercises its option to purchase additional shares in full, we estimate our net proceeds will be $7,136,500, after deducting the underwriting discount and estimated offering expenses payable by us, at an assumed public offering price of $5.00 per share. We currently intend to use the net proceeds of this offering for general corporate purposes, which may include funding working capital, capital expenditures, research and development, sales and marketing activities, and the repayment of indebtedness. The indebtedness we may repay consists of the following, which was incurred primarily for working capital and general corporate purposes:

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

DIVIDEND POLICY

We have not declared or paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our Board of Directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors considers significant.

CAPITALIZATION

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

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

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

DILUTION

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

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

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

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

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

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

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

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

Overview

HealthLynked was incorporated in the State of Nevada on August 6, 2014. We currently operate in three distinct divisions:

Critical accounting policies and significant judgments and estimates

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

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

Basis of Presentation

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

Use of Estimates

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

Revenue Recognition

Patient service revenue

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

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time includes revenue from NCFM annual access contracts (the Medical Membership and Concierge Program prior to October 1, 2023 and the more comprehensive Optimal Health 365 Access Plan thereafter), BTG physical therapy bundles, CCN annual and semi-annual concierge services, and NWC annual administration fees (prior to October 2024). Revenue from NCFM Medical Memberships and Concierge contracts, CCN concierge services, and NWC annual administration fees, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, six months or one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual visits incurred in relation to total expected visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation.

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

Patient service revenues are presented on the statement of operations net of contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Subsequent to the cessation of the NWC practice on October 1, 2024, the Company no longer bills Medicare, Medicaid, or other third-party insurers for any of its patient services. During October 2025, the Company sold the BTG practice.

Product Revenue

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

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

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

Cash and Cash Equivalents

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

Other Comprehensive Income

The Company does not have any activity that results in Other Comprehensive Income.

Leases

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

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

Inventory

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

Intangible Assets

The Company recognizes an acquired intangible whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of 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.

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.

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:

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

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

Stock-Based Compensation

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

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. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of accounts receivable, accounts payable, and accrued liabilities approximated their fair value.

Net Income (Loss) per Share

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

Common Stock Awards

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

Warrants

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

Segment Reporting

The Company uses the “management approach” under ASC 280, “Segment Reporting,” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (the NCFM functional medicine practice, the BTG physical therapy practice (sold in October 2025), the AEU cosmetic services practice, CCN primary care practice, and the NWC GYN practice that was discontinued in October 2024), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), 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 Pronouncements

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

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

Recently Adopted Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.

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

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

Results of Operations

Comparison of Three Months Ended September 30, 2025 and 2024

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

Revenue

Patient service revenue decreased by $142,015, or 27% year-over-year, from $522,795 in the three months ended September 30, 2024, to $380,780 in the three months ended September 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $80,708 due to the discontinuation of this practice in October 2024, and (ii) a 21% year-over-year decrease at our NCFM practice of $76,930 due to changes in clinical staffing and cost reductions, offset by (iii) third quarter 2025 revenue of $13,573 from our CCN practice which began in the fourth quarter of 2024, and (iii) an 8% increase at our BTG practice of $5,654. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $411,404, or 51%, from the three months ended September 30, 2024 to the three months ended September 30, 2025.

Subscription revenue in the three months ended September 30, 2025 decreased by $30,917, or 96% year-over-year, to $1,450 in the three months ended September 30, 2025, from $32,367 in the three months ended September 30, 2024, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.

Product revenue was $6,315 in the three months ended September 30, 2025, compared to $34,962 in the three months ended September 30, 2024, a decrease of $28,647, or 82%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.

Operating Expenses and Costs

Practice salaries and benefits decreased by $269,005, or 60%, to $180,754 in the three months ended September 30, 2025, compared to $449,759 in the three months ended September 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and into 2025.

Other practice operating costs decreased by $142,399 or 41%, to $207,068 in the three months ended September 30, 2025 from $349,467 in the three months ended September 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and into 2025.

Cost of product revenue was $9,418 in the three months ended September 30, 2025, a decrease of $22,256, or 70%, compared to $31,674 in the same period of 2024, corresponding to the decline in product sales for the period compared to the same period in the prior year.

Selling, general and administrative costs decreased by $131,092, or 21%, to $500,736 in the three months ended September 30, 2025 compared to $631,828 in the three months ended September 30, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.

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

During the three months ended September 30, 2024, we recorded an impairment charge in the amount of $716,000 to adjust carrying value of the NCFM Medical Database to its estimated fair value of $-0-. There were no impairment charges during the three months ended September 30, 2025.

Loss from operations decreased by $1,141,761, or 68%, to $529,586 in the three months ended September 30, 2025 compared to $1,671,347 in the three months ended September 30, 2024, primarily as a result of reduced practice operating costs, corporate overhead costs and selling, general and administrative expenses, offset in part by lower revenue.

Other Income (Expenses)

Gain on extinguishment of debt in the three months ended September 30, 2025 was $85,150, compared to $2,580 in the three months ended September 30, 2024. Gain on extinguishment of debt in the three months ended September 30, 2025 resulted from the extension of 22 notes payable to Dr. Dent during the quarter. Gain on extinguishment of debt in the three months ended September 30, 2024 resulted from the extension of two notes payable to Dr. Dent during the quarter.

Gain (loss) on the change in fair value of debt was a loss of $197,939 in the three months ended September 30, 2025 related to 19 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. The loss on change in fair value of debt was $65,344 in the three months ended September 30, 2024 and related to three notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.

Loss on change in fair value of derivative financial instruments was $48,494 in the three months ended September 30, 2025, resulting from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end. There were no such gains or losses in the three months ended September 30, 2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended September 30, 2025 was $109,470, a decrease of $212,671, or 66%, compared to $322,141 in the three months ended September 30, 2024. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The decrease was due to larger equity-based and original issue discounts offered for notes payable in 2024, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2025.

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

Total other net expenses increased by $20,442, or 7%, to net expense of $322,214 in the three months ended September 30, 2025 compared to net expense of $301,772 in the three months ended September 30, 2024. The change was primarily a result of higher losses from changes in fair value of debt, offset by lower debt-related discount amortization and interest charges in 2025 corresponding to lower initial fees and discounts.

Net loss

Net loss decreased by $1,121,319, or 57%, to $851,800 in the three months ended September 30, 2025, compared to net loss of $1,973,119 in the three months ended September 30, 2024, primarily as a result of reduced practice operating costs and corporate overhead resulting from cost cutting measures implemented starting in 2024, offset by lower revenue from our practices.

Comparison of Nine Months ended September 30, 2025 and 2024

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

Revenue

Patient service revenue decreased by $543,944, or 24% year-over-year, from $2,249,579 in the nine months ended September 30, 2024, to $1,705,635 in the nine months ended September 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $320,188 due to the discontinuation of this practice in October 2024, (ii) a 16% year-over-year decrease at our NCFM practice of $260,207 due to changes in clinical staffing and cost reductions, (iii) a 3% decrease at our BTG practice of $8,246, and (iv) a decline in revenue from our AEU practice of $20,552, offset by (v) 2025 revenue of $65,248 from our CCN practice which began in 2025. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $1,131,140, or 41%, from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.

Subscription revenue in the nine months ended September 30, 2025 decreased by $30,028, or 62% year-over-year, to $18,133 in the nine months ended September 30, 2025, from $48,161 in the nine months ended September 30, 2024, due primarily to a decrease in new standalone HealthLynked Network paid subscriptions in 2025.

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

Operating Expenses and Costs

Practice salaries and benefits decreased by $678,307, or 44%, to $868,499 in the nine months ended September 30, 2025, compared to $1,546,806 in the nine months ended September 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and continuing into 2025.

Other practice operating costs decreased by $452,833 or 37%, to $768,438 in the nine months ended September 30, 2025 from $1,221,272 in the nine months ended September 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and continuing into 2025.

Cost of product revenue was $43,212 in the nine months ended September 30, 2025, a decrease of $43,764, or 50%, compared to $86,976 in the same period of 2024, corresponding to the decline in product sales for the period compared to the same period in the prior year.

Selling, general and administrative costs decreased by $910,834, or 37%, to $1,581,906 in the nine months ended September 30, 2025 compared to $2,492,740 in the nine months ended September 30, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.

Depreciation and amortization in the nine months ended September 30, 2025 decreased by $179,097, or 70%, to $75,417 compared to $254,514 in the nine months ended September 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the nine months ended September 30, 2025.

During the nine months ended September 30, 2024, we recorded an impairment charge in the amount of $716,000 to adjust carrying value of the NCFM Medical Database to its estimated fair value of $-0-. There were no impairment charges during the nine months ended September 30, 2025.

Loss from operations decreased by $2,346,514, or 60%, to $1,582,360 in the nine months ended September 30, 2025 compared to $3,928,874 in the nine months ended September 30, 2024, primarily as a result of reduced practice operating costs and corporate overhead costs, offset in part by lower revenue.

Other Income (Expenses)

Gain (loss) on extinguishment of debt in the nine months ended September 30, 2025 was a gain of $260,122, compared to a loss of $167,647 in the nine months ended September 30, 2024. Gain on extinguishment of debt in the nine months ended September 30, 2025 resulted from the extension of multiple notes payable to Dr. Dent during the period. Loss on extinguishment of debt in 2024 resulted from two maturing notes payable to Dr. Dent refinanced with new convertible notes payable in the same amount and the extension of the maturity date of three additional notes payable to Dr. Dent.

Gain (loss) on the change in fair value of debt was a loss of $352,627 in the nine months ended September 30, 2025 related to notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. The gain on change in fair value of debt was $93,244 in the nine months ended September 30, 2024 and related to three notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.

Loss on change in fair value of derivative financial instruments was $2,762 in the nine months ended September 30, 2025, resulting from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end. There were no such gains or losses in the nine months ended September 30, 2024.

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

Interest expense and other increased by $100,753, or 105%, to $196,987 for the nine months ended September 30, 2025, compared to $96,234 in the nine months ended September 30, 2024, due to an increase in interest-bearing notes payable to related parties during the second half of 2024 and first half of 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.

Total other net expenses increased by $49,018, or 5%, to net expense of $1,021,417 in the nine months ended September 30, 2025 compared to net expense of $972,399 in the nine months ended September 30, 2024. The change was primarily a result of higher losses on change in fair value of debt and higher and interest charges in 2025 corresponding to higher debt balances, offset by gains related to extinguishment of debt recognized in 2025 and lower debt-related discount amortization.

Net loss

Net loss decreased by $2,297,496, or 47%, to $2,603,777 in the nine months ended September 30, 2025, compared to net loss of $4,901,273 in the nine months ended September 30, 2024, primarily as a result of reduced corporate overhead and practice operating costs resulting from substantial downsizing and cost cutting measures implemented starting in 2024, as well as an impairment charge recognized in 2024, offset by lower revenue from our practices.

Comparison of Years Ended December 31, 2024 and 2023

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

Revenue

Patient service revenue decreased by $2,612,101, or 48% year-over-year, from $5,484,278 in the year ended December 31, 2023, to $2,872,177 in the year ended December 31, 2024, primarily as a result of (i) a 49% decrease at our NCFM practice of $2,054,954 due to changes in clinical staffing that saw the departure of three physicians in 2023, two of which have been replaced, (ii) a 54% decrease at our NWC practice facility of $382,288, and (iii) an 89% decrease at our AEU practice of $246,757 due to the departure of our primary physician and attrition from the practice, offset by (iv) a 21% increase of $63,266 at our BTG practice and (v) 2024 revenue of $8,632 from our newly-launched CCN practice. The reduction in revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $1,884,316 from the year ended December 31, 2023 to the year ended December 31, 2024.

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

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

Operating Expenses and Costs

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

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

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

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

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

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

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

Other Income (Expenses)

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

Gains from the change in fair value of debt was $84,109 in the year ended December 31, 2024 related to three notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. There were no such gains or losses in the year ended December 31, 2023.

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

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

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

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

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

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

Gain (loss) from operations of discontinued operations

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

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

Net loss

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

Impairment

Impairment Reviews

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

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

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

Impairment of NCFM Medical Database - 2024

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

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

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

Impairment of AEU Goodwill - 2023

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

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

Liquidity and Capital Resources

Liquidity Condition

During 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (November 19, 2026).

Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before November 19, 2026 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, there is substantial doubt about our ability to continue as a going concern through November 19, 2026. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

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

As of September 30, 2025, we had cash of $10,911, a working capital deficit of $5,201,336 and an accumulated deficit of $50,768,392. For the nine months ended September 30, 2025, we had a net loss of $2,603,777 and used cash from operating activities of $1,294,380. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

Significant Liquidity Transactions

Through September 30, 2025, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.

During the nine months ended September 30, 2025, we issued new convertible notes to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $1,266,000 and refinanced or extended existing notes with an aggregate principal of $3,926,000. We also issued notes to third parties for net cash proceeds of $430,000. We made repayments on related party and third-party notes of $476,950 in nine months ended September 30, 2025.

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

Plan of operation and future funding requirements

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

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

We plan to raise additional capital to fund our ongoing plan of operation.

Historical Cash Flows

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

Operating Activities – During the nine months ended September 30, 2025, we used cash from operating activities of $1,294,380, as compared with $2,750,520 in the nine months ended September 30, 2024. The decrease in cash usage results primarily from substantial downsizing and cost reduction efforts at our Health Services practices and our corporate office.

Investing Activities – During the nine months ended September 30, 2024, we used $2,598 in investing activities related to acquisition of computers and office equipment. We did not use any cash in investing activities during the nine months ended September 30, 2025.

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

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

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

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

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

Exercise of Warrants and Options

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

Other Outstanding Obligations at September 30, 2025

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

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

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

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

Seasonal Nature of Operations

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

Off Balance Sheet Arrangements

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

BUSINESS

Overview

HealthLynked is a healthcare technology company incorporated in the State of Nevada on August 6, 2014. We operate across three primary divisions—Digital Healthcare, Medical Distribution, and Health Services—each designed to support our strategy of improving care coordination and patient engagement through a consumer-centric digital health platform while generating diversified revenue streams.

Our key objectives are to:

Digital Healthcare Division

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

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

Health Services Division

Historically, we operated and managed a range of clinical medical practices, including women’s health services, physical therapy, aesthetic services, primary care, and functional medicine. These clinical operations were established primarily to support the development of our digital healthcare platform by providing real-world environments in which to deploy, test, and refine our products and services, while generating direct patient and provider feedback.

As our technology platform has matured and our strategic focus has shifted toward scalable, technology-enabled solutions, we have intentionally reduced our exposure to direct clinical operations and exited or divested non-core practices. We currently operate a single clinical service focused on functional medicine, which management believes provides sufficient ongoing clinical insight while maintaining a disciplined cost structure.

This transition reflects a broader effort to improve operating leverage, reduce regulatory and overhead burden, and align capital allocation with our long-term strategy of expanding our Digital Healthcare platform. While the Health Services division has historically generated most of our revenue, it is generally subject to higher operating costs, regulatory complexity, and margin constraints than our technology-focused segments. Accordingly, management does not view direct clinical operations as a primary driver of future growth, but rather as a limited, supportive component of our overall business strategy.

Medical Distribution Division

Operating under MedOfficeDirect LLC, our Medical Distribution division operates as a virtual distributor of medical supplies to medical professionals and individual consumers across the United States. MOD offers medical products through an online marketplace supported by supplier relationships, group purchasing arrangements, and a direct-to-consumer fulfillment model.

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

The Medical Distribution division is designed to generate incremental revenue and support engagement across the HealthLynked platform. While this division complements our Digital Healthcare offerings, management does not currently view Medical Distribution as a primary driver of long-term growth, and expects future growth to be driven principally by technology-enabled services.

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

Digital Healthcare Division

Our Mission

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

The HealthLynked Network

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

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

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

Medical Records Management

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

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

Mobile Check-In

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

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

Key benefits of the mobile check-in system include:

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

ARi AI Healthcare Guide

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

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

Key features include:

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

Concierge Service

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

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

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

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

Telemedicine Services

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

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

Discount Prescription Drug Program

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

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

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

Oohvie: An Integrated Women’s Health Solution

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

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

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

Strategic Partnerships and Value-Based Care Initiatives

In December 2025, we entered into a strategic advisory and operational consulting agreement with Palm Beach Accountable Care Organization (“PBACO”), an established accountable care organization participating in value-based care initiatives. Under the agreement, PBACO will provide strategic and operational support to HealthLynked in connection with payer-integration initiatives, including the development, structuring, and implementation of proposed pilot programs with health insurers. PBACO’s scope includes advisory support related to value-based contracting strategy, payer engagement, provider workflow integration, and care coordination design utilizing HealthLynked’s platform and technology-enabled tools.

The PBACO agreement does not guarantee the execution of any specific payer contracts or revenue-generating arrangements, and there can be no assurance that proposed pilots or payer relationships will be successfully implemented or will generate material revenues.

Health Services Division

Our Health Services division represents the patient-facing component of our operations and has historically served both as a source of revenue and as a practical environment for evaluating and refining the HealthLynked technology platform. By integrating select clinical operations with our digital tools, we have obtained real-world feedback from patients and providers to inform product development and platform enhancements.

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

As our technology platform has matured, we have reduced the scope of our direct clinical operations and exited non-core practices. We currently operate a clinical service focused on functional medicine and expect to divest our remaining clinical operations over the next 12 months, subject to market conditions and customary regulatory and transactional considerations. Management believes this transition will further reduce operational complexity, regulatory exposure, and overhead, while allowing the Company to focus its resources on expanding its technology-enabled Digital Healthcare platform.

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

Medical Distribution Division

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

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

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

Our Mission: Transforming Healthcare Through Data, AI, and Connectivity

Our mission is to improve the delivery of healthcare by enabling the secure management and exchange of health information and by leveraging technology-enabled tools to support patient engagement, care navigation, and ongoing access to healthcare services. We seek to connect patients, healthcare providers, and health data through a unified digital platform designed to enhance communication, preserve data privacy, and support informed healthcare decision-making.

A central objective of the HealthLynked platform is to support care management, continuity of care, and care navigation by helping patients remain informed, organized, and engaged with their healthcare needs over time. Through centralized medical records, digital reminders, and engagement tools, the platform is designed to help patients stay current with routine medical care, preventive services, and recommended health screenings, as advised by their healthcare providers.

The HealthLynked platform also provides tools intended to help patients identify and connect with healthcare providers based on factors such as geographic proximity, provider specialty, and insurance network participation. These features are designed to assist patients in locating appropriate care options while helping reduce barriers related to access, coordination, and cost transparency. The platform does not determine medical necessity or make provider selection decisions on behalf of patients.

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

Technology-enabled tools, including AI-assisted features within the HealthLynked Network, are intended to support patients in organizing health information, navigating care pathways, and tracking healthcare activities such as appointments and screenings. These tools may assist with reminders, educational content, and care navigation, and are not intended to provide medical diagnoses, treatment recommendations, or replace the judgment of licensed healthcare professionals.

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

By focusing on interoperability, security, and patient-centered care management, HealthLynked aims to support a more connected, efficient, and responsive healthcare ecosystem. Our objective is to enable improved coordination across healthcare stakeholders, encourage proactive patient engagement in routine and preventive care, and build a scalable, technology-driven platform aligned with long-term growth and stockholder value. 

The HealthLynked Network - How it Works

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

The HealthLynked Network consists of a centralized medical records management system integrated with an ecosystem of digital applications and services intended to support coordinated care and ongoing patient interaction across the healthcare continuum. These offerings include ARi, our AI-assisted healthcare engagement guide; a personalized Concierge Service; on-demand telemedicine services; a discount prescription drug program; and Oohvie, a women-focused health application.

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

Medical Records Management

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

Patients may enter and manage health information through an intuitive interface that includes point-and-click selections and structured data fields for medical history, surgical history, medications, allergies, and family health history. Members may also create and manage profiles for dependents, including children under the age of 18, and track healthcare-related activities such as recommended visits and vaccinations. Patients control access to their records by selecting providers or other authorized parties and may grant access on an ongoing basis or restrict access by date and duration.

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

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

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

Mobile Check-In: Enhancing Efficiency and Patient Experience

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

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

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

ARi AI Healthcare Guide

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

ARi leverages large language models (“LLMs”) within a modular AI architecture and is designed to be model-agnostic. While the platform is capable of integrating with multiple LLM providers, it currently utilizes models provided by OpenAI. ARi is designed to incorporate patient-provided information from a user’s HealthLynked profile to deliver contextual, personalized responses intended to support healthcare engagement, care coordination, and navigation of available services. ARi is not intended to provide medical diagnoses or replace professional medical judgment.

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

ARi is designed to operate as an integrated component of the HealthLynked ecosystem, supporting patient engagement, administrative efficiency, and care coordination. While artificial intelligence technologies continue to evolve, management believes ARi enhances the HealthLynked platform by improving accessibility and usability of healthcare services. However, there can be no assurance that ARi will achieve widespread adoption or deliver expected benefits. 

Concierge Service

The HealthLynked Network offers a premium Concierge Service designed to support patient engagement and healthcare navigation through a combination of digital tools, artificial intelligence, and human support. Concierge Service is available to paid members for a recurring subscription fee.

Through the Concierge Service, members may receive personalized assistance from HealthLynked representatives to support medical onboarding, appointment scheduling, and medical record organization. Concierge staff may assist members in scheduling appointments with healthcare providers across the United States, including providers who may be outside a member’s insurance network, and in requesting and organizing medical records from third-party sources such as laboratories and healthcare providers to establish and maintain a comprehensive HealthLynked profile.

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

Telemedicine Services

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

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

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

Discount Prescription Drug Program

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

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

Oohvie

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

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

Oohvie users have access to the following features:

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

Business Model

HealthLynked operates a dual-sided marketplace business model that includes both patients (B2C) and healthcare providers (B2B), each offered through a freemium structure with optional paid upgrades that provide enhanced functionality and services. While revenue is currently generated through patient subscription fees, telemedicine services, and provider onboarding and booking fees, management expects that the Company’s primary long-term revenue opportunity will be driven by enterprise licensing arrangements with insurance carriers and brokers, as well as employers and other healthcare organizations. These enterprise arrangements are intended to provide HealthLynked’s services to covered members on a per-member-per-month basis, with patient and provider fees generally waived for participants within licensed insurance networks. We expect strategic partnerships with insurers, employers, and research organizations to represent the primary source of scalable revenue as the platform is deployed across larger covered populations. 

Patients

Patients may download the HealthLynked mobile application and create an account at no cost. Free users are provided access to core platform functionality, including basic medical record storage, self-managed profiles, limited appointment scheduling with in-network providers, standard-rate telemedicine visits, and basic digital support features. This freemium model is designed to lower barriers to entry and encourage broad adoption of the HealthLynked platform.

Patients may elect to upgrade to a paid Concierge membership, which is currently priced at $12 per month or $120 per year if prepaid. Concierge membership provides enhanced functionality and services, including:

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

Medical Practices/ Providers

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

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

In-network provider benefits include:

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

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

Strategic Partnerships

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

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

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

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

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

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

Sales Strategy

HealthLynked’s sales strategy is designed to support scalable growth across multiple channels, with an emphasis on enterprise deployment through insurance carriers, while continuing to expand patient and provider participation on the platform. Management believes this multi-channel approach supports broad adoption of the HealthLynked Network while diversifying revenue sources.

Insurance Carriers and Brokers (Primary Growth Driver)

The primary focus of HealthLynked’s growth strategy is direct contracting with insurance carriers and insurance brokers to license the HealthLynked platform and related services on a per-member-per-month basis. These enterprise relationships are intended to enable large-scale deployment of HealthLynked’s care management, provider discovery, and digital engagement tools across insured populations.

Sales efforts in this channel are directed toward demonstrating the platform’s ability to support personalized care management, improve member engagement, assist with provider navigation, and encourage adherence to routine and preventive care. Management believes that by offering a direct-to-consumer digital experience layered on top of existing insurance benefits, insurance partners can provide more efficient care coordination to their members. Under these arrangements, patients and participating providers generally would not be required to pay individual subscription or booking fees, as services are provided through the licensed insurance network.

Patients

In parallel with enterprise efforts, HealthLynked continues to grow its patient user base through a freemium consumer model. Patients may access core functionality at no cost, while paid Concierge memberships provide enhanced services and features. Patient acquisition is supported through digital marketing initiatives, including targeted online advertising, search engine optimization, mobile app distribution, and direct-to-consumer communications that emphasize convenience, affordability, and access to healthcare services.

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

Healthcare Providers

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

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

Other Strategic Partnerships

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

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

Integrated Growth Approach

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

Information Security

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

Intellectual Property

HealthLynked’s intellectual property strategy is focused on protecting key components of its digital healthcare platform, including patient access, care management, data interoperability, and AI-enabled engagement. Our intellectual property portfolio currently includes one issued U.S. patent and three pending patent applications, as well as registered service marks.

Issued Patent

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

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

Pending Patent Applications

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

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

Trademarks

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

Research and Development

HealthLynked’s research and development efforts are focused on building, enhancing, and scaling the HealthLynked Network and its associated applications and services. Our development initiatives are directed toward improving patient engagement, care management, interoperability, and operational efficiency for healthcare providers, while maintaining compliance with applicable privacy and security requirements.

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

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

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

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

Professional and General Liability Coverage

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

Employees

As of February 6, 2026, we had 11 employees, 7 of whom are full-time and 4 of whom are part-time. None of our employees are covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

Competition

The markets for HealthLynked’s digital healthcare products and services are highly competitive and characterized by rapidly evolving technology, changing regulatory requirements, and frequent introductions of new products and services. Many of our competitors are more established and have significantly greater financial, technical, operational, and marketing resources, as well as broader brand recognition, than we do.

Digital Healthcare and Patient Engagement

Within our Digital Healthcare division, we compete with a broad range of companies offering patient engagement, appointment scheduling, telemedicine, provider directories, health information management, and digital care navigation services. Competitors include, but are not limited to, ZocDoc, Inc., Teladoc Health, Inc., Doximity, Inc., GoodRx Holdings, Inc., Oscar Health, Inc., Veritone, Inc., and other digital health platforms. In addition, large healthcare technology vendors such as Athenahealth, Inc., Allscripts Healthcare Solutions, Inc., Cerner Corporation, and Epic Systems Corporation provide electronic medical record (“EMR”) and practice management solutions that overlap with certain functional aspects of the HealthLynked Network.

We also face competition from large technology companies, including Amazon, Google, and Apple, which have entered the digital healthcare space through patient health records, telehealth services, wearable technology, and data-driven healthcare initiatives.

HealthLynked differs from many competitors in that we are not an EMR or practice management system and do not seek to replace provider systems. Instead, our platform is designed to operate alongside existing EMRs and practice management software, allowing patient records generated by those systems to be incorporated into a centralized, patient-controlled health profile. This EMR-agnostic approach is intended to reduce adoption barriers for providers and support interoperability across healthcare settings.

Care Management, Scheduling, and AI-Enabled Engagement

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

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

AI and Technology Differentiation

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

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

Insurance and Enterprise Healthcare Solutions

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

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

Competitive Position

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

Health Services Division

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

Medical Distribution Division

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

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

Government Regulation

The healthcare industry is subject to extensive federal, state, and local laws and regulations governing, among other things, healthcare operations, data privacy, reimbursement, fraud and abuse, and professional licensure. Compliance with these laws is complex and subject to ongoing interpretation and change. Failure to comply with applicable healthcare laws or regulations could result in civil, criminal, or administrative penalties, including fines, exclusion from government healthcare programs, and reputational harm, any of which could materially adversely affect our business, financial condition, and results of operations.

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

Healthcare Reform

Federal and state healthcare reform initiatives, including those arising under the Patient Protection and Affordable Care Act (“ACA”) and related legislation, have significantly altered the healthcare landscape and continue to evolve. These reforms affect, among other things, insurance coverage, reimbursement mechanisms, and regulatory oversight of healthcare services. Ongoing legal, regulatory, and policy changes related to healthcare reform may increase compliance costs, restrict operations, or otherwise adversely affect our business. Due to the uncertainty surrounding future healthcare reform efforts, we cannot predict their ultimate impact on our results of operations or financial condition.

Licensing and Certification

To the extent we operate clinical healthcare services, our physicians and clinical personnel are subject to federal, state, and local licensing, credentialing, and certification requirements, including those related to professional conduct and prescribing controlled substances. Our facilities may also be subject to licensing and regulatory approvals. Our ability to operate these services depends on maintaining required licenses, certifications, and approvals. As we continue to reduce and expect to divest our remaining clinical operations, our exposure to these requirements is expected to decrease; however, while such operations remain, non-compliance could materially adversely affect our business.

Fraud and Abuse Laws

We are subject to numerous federal and state fraud and abuse laws applicable to healthcare companies, including the federal Anti-Kickback Statute, the physician self-referral law (Stark Law), the False Claims Act (“FCA”), and similar state laws. These laws prohibit, among other things, improper financial relationships, the submission of false or fraudulent claims for reimbursement, and improper inducements related to healthcare services reimbursed by government programs.

These laws are broadly worded, subject to evolving interpretation, and aggressively enforced. Violations may result in substantial civil or criminal penalties, exclusion from government healthcare programs, and other sanctions. Although we intend to operate in compliance with applicable fraud and abuse laws, there can be no assurance that our business practices will not be subject to governmental scrutiny or that we will not be found in violation of these laws, which could have a material adverse effect on our business, financial condition, and results of operations.

False or Fraudulent Claims; Medical Billing and Coding

Healthcare billing, coding, and reimbursement activities are subject to extensive federal and state laws and regulations, including the federal False Claims Act (“FCA”), the Civil Monetary Penalties Law, the federal Anti-Kickback Statute, and similar state laws. To the extent we provide or support billing, coding, claims processing, or related services, we may be subject to compliance obligations under these laws or contractually required to comply with them.

The FCA prohibits the submission of false or fraudulent claims for payment to government healthcare programs, including Medicare and Medicaid, and may be enforced by the government or through private whistleblower actions. Violations may result in substantial civil penalties, treble damages, exclusion from government healthcare programs, and other sanctions. Although we rely on third parties and customers to provide accurate information and to use our solutions appropriately, failures by such parties or by us to comply with applicable requirements could materially adversely affect our business, financial condition, and results of operations.

Government Reimbursement Requirements

Participation in Medicare, Medicaid, and other government healthcare programs is subject to complex enrollment, reimbursement, and compliance requirements that vary by jurisdiction and are subject to change. Government healthcare programs are also subject to statutory and regulatory modifications, funding limitations, and reimbursement rate adjustments, which may affect payment amounts, timing, and coverage for certain services.

To the extent we are exposed to reimbursement-related risks through our operations or services, reductions in reimbursement rates, changes in program eligibility, or increased compliance requirements could adversely affect our business, financial condition, and results of operations.

HIPAA and Other Privacy Laws

We are subject to numerous federal and state laws governing the collection, use, disclosure, and protection of personal health information, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”). These laws impose requirements related to data privacy, security safeguards, breach notification, and permitted uses and disclosures of protected health information.

Violations of applicable privacy or data security laws may result in civil and criminal penalties, regulatory enforcement actions, contractual liability, and reputational harm. In addition to HIPAA and HITECH, various state privacy and data protection laws may impose more stringent requirements or provide private rights of action. Compliance with these laws is complex and evolving, and any failure to maintain appropriate safeguards or comply with applicable requirements could materially adversely affect our business.

Data Protection and Breaches

We are subject to federal and state laws governing the protection of personal and health information, including data security and breach notification requirements. These laws generally require covered entities and business associates to maintain reasonable administrative, technical, and physical safeguards and to provide notice to affected individuals and regulators in the event of certain data breaches.

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

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

Compliance Programs

We maintain a compliance program designed to monitor and promote compliance with applicable federal and state healthcare laws and regulations, including those related to fraud and abuse, billing and coding, and data privacy. Compliance programs are generally expected for healthcare-related operations and entities that interact with government healthcare programs.

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

Environmental Regulations

To the extent we operate healthcare facilities, our operations may generate medical waste subject to federal, state, and local environmental laws and regulations. We do not believe that compliance with applicable environmental requirements has had, or is expected to have, a material effect on our capital expenditures, financial position, or results of operations.

Fair Debt Collection Practices Act

To the extent we or third parties acting on our behalf engage in debt collection activities, such activities may be subject to the Fair Debt Collection Practices Act and comparable state laws. These laws regulate communications with consumers and impose restrictions on collection practices.

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

Government Investigations

We may be subject to audits, inquiries, or investigations by government authorities, regulators, payors, or contractors in the ordinary course of business. The outcome of any such matters, individually or in the aggregate, could result in fines, penalties, operational restrictions, or other adverse consequences and could materially adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.

Properties

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

Legal Proceedings

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

Available Information

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

MANAGEMENT

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

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

Jeremy Daniel, Chief Financial Officer. Mr. Daniel was appointed as our Chief Financial Officer effective January 15, 2025. Mr. Daniel has served as Chief Financial Officer for Innoveren Scientific, a publicly traded biotech firm, since 2019. Before his time at Innoveren, Mr. Daniel held the positions of Chief Financial Officer at Regenerative Medicine Solutions (2013-19) and at Sleep Apnea Treatment Centers of America, and Controller for Omnicare (2012-14). Mr. Daniel holds a Master of Business Administration in Business Administration from Xavier University and a Bachelor of Business Administration and Accounting from The University of Cincinnati. Mr. Daniel is also a Certified Public Accountant.

Duncan McGillivray, Chief Operating Officer. Mr. McGillivray was appointed as our Chief Operating Officer effective December 8, 2025. Mr. McGillivray brings more than 30 years of executive leadership across healthcare, technology, capital markets, and large-scale project finance. From September 2022 to August 30, 2024, Mr. McGillivray served as the President of HWH Community Development Group, LLC, a U.S. Treasury nationally licensed community development entity for financing capital projects, where Mr. McGillivray provided capital project funding guidance to a wide range of construction projects highlighted by his leadership for a targeted $40M ground up new construction project in Miami. Prior to this, from June 2018 to August 2022, Mr. McGillivray served as a senior capital project consultant for Capital Link, a national cooperative partner of the U.S. Department of Health (HRSA). Mr. McGillivray provided strategic planning, business plans, financial projections and corporate financial consulting for community health facilities across the USA which included successfully facilitating the closing of over $200 million of funded projects. In this capacity, Mr. McGillivray also served as the U.S. HRSA’s national webinar leader for its Loan Guarantee Program to provide capital project financing guidance to the nation’s 1,400 Federally Qualified Health Centers. Mr. McGillivray has 35 years of professional experience including work for Union Bank, Morgan Guaranty Trust, Bank of America, Bank of California and operating a family-owned business valuation company named Veritas Valuation Specialists, Inc.

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

Robert Gasparini, Director. Mr. Gasparini has been a director of the Company since 2019. Mr. Gasparini started his career in the genetics laboratories at the University of CT and became an assistant professor there from 1985-1990. From 1990-1993 he was Technical Director of Genetics at Tufts and from 1993-1997 he was Assistant Director for the Prenatal Diagnostic Center in Lexington MA (a Mass General affiliate). Mr. Gasparini also worked as a Manager of Worldwide and Strategic Marketing with Ventana Medical Systems from 1998-2000 and in 2001, he became Director of Genetics for US Labs in Irvine California. Mr. Gasparini was a key executive at NeoGenomics Laboratories serving in many capacities with the company including President and Chief Scientific Officer as well as being on the Board of Directors from 2004-2014. Mr. Gasparini has 28 years of combined service on national committees and boards of directors and has published 15 peer-reviewed articles and over 30 peer-reviewed abstracts. Our Board of Directors believes Mr. Gasparini’s extensive business experience provides him with the qualifications and skills to serve as a director.

Heather Monahan, Director. Ms. Monahan has been a director of the Company since 2020. Ms. Monahan is a best-selling author, keynote speaker, Ted-X speaker, Executive Coach and founder of Boss In Heels. Ms. Monahan is a Glass Ceiling Award winner, was named one of the most Influential Women in Radio in 2017 and was selected as a Limit Breaking Female Founder by Thrive Global in 2018. Her book “Confidence Creator” was #1 on Amazon’s Business Biographies and Business Motivation lists the first week it debuted. Her podcast, Creating Confidence, which features noteworthy celebrities and entrepreneurs, debuted on the Top 200 Apple podcasts. Ms. Monahan was named one of the Top 40 Female Keynote Speakers for 2020 by Real Leaders. Her Ted-X talk was promoted to TED and translated into 6 languages. Harper Collins Leadership published her book, Overcome Your Villains: Mastering Your Beliefs, Actions, and Knowledge to Conquer Any Adversity, in 2021. Ms. Monahan has been featured in USA Today, CNN, Forbes, Fast Company and The Steve Harvey Show, and recently was named a Guest Professor at Harvard. Our Board of Directors believes Ms. Monahan’s extensive business experience provides her with the qualifications and skills to serve as a director.

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

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

Limitation of Liability of Directors

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

Directors’ and Officers’ Liability Insurance

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

Board Independence

The Nasdaq listing standards require that a majority of our Board of Directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Mr. Gasparini, Mr. Hall, Ms. Monahan, Dr. Hobaica, Mr. Pulos and Mr. Bishara would be considered independent directors of the Company. The Board currently consists of eight directors, six of whom are independent.

Board Committees

Audit Committee

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

Compensation Committee

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

Nominating and Governance Committee

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

Pricing Committee

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

Director Nominees

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

Code of Ethics

We have adopted a code of ethics that is attached as Exhibit 14.1 hereto.

Insider Trading Policy

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

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

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

Employment Agreements

Dr. Michael Dent

On July 1, 2016, we entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of 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 us (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.

Outstanding Equity Awards at Fiscal Year-End

The following table contains information concerning unexercised options; shares of stock that have not vested; and equity incentive plan awards outstanding as of December 31, 2025 with respect to the executive officers named in the Summary Compensation Table: