UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



(Mark One)

(Mark One)

[X]

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

For the fiscal year ended December 31 2015, 2021


[  ]

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

For the transition period from _____________________ to _____________________

Commission file number: 333-183246000-55453



ENDONOVO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

Delaware

45-2552528

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

6320 Canoga Avenue, 15thFloor Floor

Woodland Hills, CA

91367

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code: (800)489-4774

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None.

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Title of each class

Securities registered under Section 12(b)Trading Symbol(s)

Name of the Act: None

principal U.S. market on which traded

Common stock, par value $0.0001

Securities registered under Section 12(g) of the Act: NoneENDV

OTCMKTS


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [   ]   No [X]




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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]


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

Large-accelerated filer

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

(Do not check if a smaller reporting company)

[   ]

Smaller reporting company

[X]

Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No

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

Yes [   ]   No [X]


The aggregate market value of the registrant’s voting Common Stockcommon stock held by non-affiliates computed by reference toof the price at which the voting Common Stockregistrant was sold$2,304,075 as of the last business day of the Company’s most recently completed fourth fiscal quarter is $45,298,000.ended June 30, 2021, based on the closing price $0.038 per share for the common stock on such date as traded on the OTCQB.



As of March 24, 2016,April 13, 2022, the registrant had 108,026,664 149,527,538 shares of its common stock, par value $0.0001 per share, outstanding.


Documents Incorporated by Reference:  None.


DOCUMENTS INCORPORATED BY REFERENCE



2None



TABLE OF CONTENTS



PART I

Page

Item 1.

PART I

Business.

4

Item 1A.

1.

Business.

Risk Factors.

8

4

Item 1A.

Risk Factors.9
Item 1B.

Unresolved Staff Comments

Comments.

8

9

Item 2.

Properties.

Properties.

8

9

Item 3.

Legal Proceedings.

8

9

Item 4.

Mine Safety Disclosures.

8

9

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

9

Item 6.

Selected Financial Data.

10

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

10

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

14

Item 8.

Financial Statements and Supplementary Data.

15

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

33

39

Item 9A.

Controls and Procedures.

33

39

Item 9B.

Other Information.

Other Information

35

42

PART III

PART III
Item 10.

Directors, Executive Officers and Corporate Governance.

36

42

Item 11.

Executive Compensation.

37

43

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

38

44

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

40

45

Item 14.

Principal Accounting Fees and Services.

41

46

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

41

46

SIGNATURES

42

48


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FORWARD-LOOKING STATEMENTS


When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements for various reasons, including those identified under “Risk Factors.reasons.” Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required under federal securities laws and the rules and regulations of the United States Securities and Exchange Commission, the Company does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions, or otherwise.


This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends, and activities will occur and the projected information based on those assumptions. We do not know all of our assumptions are accurate. In particular, we do not know what level of acceptance our strategy will achieve, how many acquisitions we will be able to consummate or finance, or the size thereof. If our assumptions are wrong about any events, trends, or activities, then our estimates for future growth for our business also may be wrong. There can be no assurances any of our estimates as to our business growth will be achieved.


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PART I


Overview


Item 1. Business.

Overview

Endonovo Therapeutics, Inc., formerly called “Hanover Portfolio Acquisitions, Inc. (the (Endonovo or the “Company” or “ENDV” “we” “us” “our”) was comprised of two business segments: (1) a debt portfolio management company and (2)is an intellectual property management and commercialization company.  In 2013 we discontinued our efforts in debt portfolio management and initially concentrated in intellectual property development.  Based on our assessment of the viability of our acquired technologies we transitioned to be ainnovative biotechnology company particularlythat has developed a bio-electronic approach to regenerative medicine.

The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation on and in the human body. The Company’s non-invasive bioelectric medical devicedevices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and regenerativecentral nervous system disorders (“CNS” disorders).

Endonovo’s core mission is to transform the field of medicine industries.  Our present primary focus isby developing safe, wearable, non-invasive bioelectric medical devices that deliver the development, patentingCompany’s Electroceutical® Therapy. Endonovo’s bioelectric Electroceutical® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and regulatory approval of our biomedical proprietary technology.


Our former debt portfolio management segment purchased defaulted, unsecured, consumer receivablesgrowth factors in the secondary market and generated revenue through collections utilizing an outsourced collection network and through the strategic resale of portfolios. This segment acquired credit-card receivable portfolios at significant discountsbody necessary for healing to the total amounts owed by the debtors. Defaulted consumer receivable portfolios that include charged-off credit card receivables are accounts that have been written-off by the originators. We purchased defaulted consumer receivable portfolios from creditors and others through privately negotiated direct sales. Our results depended upon our ability to purchase and collect a sufficient volume of our consumer receivables to generate revenue that exceeds our costs.rapidly occur.


Our intellectual property management and commercialization segment was operated through our wholly-owned subsidiary, IP Resources International, Inc. (“IPR”).  IPR focused primarily on licensing various commercially desirable technologies and patents from companies that need operating capital or that need help commercializing their technology and sublicense such technology in designated territories.  This segment acquires exclusive licenses for marketable technology normally without the payment of any upfront license fee to the licensor and thereafter, to sub-license the technology in the designated markets, including Asia, Europe, and Brazil.  Our results depend upon our ability to locate available, licensable, and readily marketable technology, to negotiate favorable licenses for such technology, and to sub-license the technology in the designated markets at a sufficient level of volume in an effort to generate maximum revenues.  Due to the history of our acquisitions, as set forth below, and management’s assessment of what has been the most promising of our technologies, we have determine to focus ourselves as a developer of biotechnology, particularly in regenerative medicine. We are in the development of a device utilizing a proprietary TVEMF technology which is presently our primary focus.



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Our subsidiary, IPR, established a portfolio of companies.  Currently it has licensing and marketing agreements with two companies:


a)  CPaiR, Inc., a California corporation (“CPaiR”), which has a technology that facilitates the safe and effective performance of Cardiopulmonary Resuscitation.


b)  American CryoStem Corp., a Nevada corporation (“ACS”), which has technology that permits the harvesting and storage of adult stem cells for later medical usage by the individual from whom the stem cells are harvested.


However, these technologies, while promising to varying degrees are not our present primary focus.


Corporate History


Our predecessor company, Hanover Asset Management, Inc. was incorporated in November 2008 in California. For the purpose of reincorporating in Delaware, we merged with a newly incorporated successor company, Hanover Portfolio Acquisitions, Inc., in July 2011 under which we continue to operate as a debt portfolio management company.operate.


IP Resources International, Inc. began operations on September 1, 2011, and was formally incorporated on October 17, 2011.


Reverse Acquisition


On March 14, 2012, we entered into a Share Exchange Agreement (“Agreement”) with IPR and certain of its shareholders. Under the Agreement, each participating IPR shareholder exchanged all of their issued and outstanding IPR common shares totaling 33,234,294, free and clear of all liens, and $155,000 for Company common shares equal to 1.2342 times the number of IPR shares being transferred to the Company for a total of 410,177410 of our shares. The $155,000 was not paid at closing. The Company recorded the $155,000 as acquisition payable. IPR agreed to make payments of up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.


As a result of the Agreement, the former shareholders of IPR, immediately post acquisition owned approximately 89% of the Company and its officers and directors constituted the majority of the officers and directors of the Company. Since the shareholders, officesofficers and directors of IPR have control of the Company, the acquisitionsacquisition constitutes a reverse acquisition, so IPR was the accounting acquirer and we were the accounting acquiree. For accounting purposes, IPR became the parent and we became a wholly owned subsidiary. For legal purposes, we are the legal parent and IPR is the legal subsidiary.


Acquisition of Aviva Companies Corporation


On April 2, 2013, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with (i) The Aviva Companies Corporation (“Aviva”) and (ii) all of the shareholders of Aviva (the “Shareholders”) pursuant to which the Company acquired all of the outstanding shares of Aviva in exchange for the issuance of 60,00060 shares of our common stock (60,000 pre-reverse split), par value $0.0001 per share to the Shareholders (the “Share Exchange”). As a result of the Share Exchange, Aviva became a wholly-ownedwholly owned subsidiary of the Company.


Other than in respect to the transaction, there is no material relationship among Aviva’s stockholders and any of the Company’s affiliates, directors, or officers. We are not currently actively pursuing the development of the Aviva Companies Corporation.


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Acquisition of WeHealAnimals, Inc.


On November 16, 2013, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with (i) WeHealAnimals, ,Inc.Inc. (“WHA”) and (ii) the sole shareholder of WHA (the “Shareholder”) pursuant to which the



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Company acquired all of the outstanding shares of WHA in exchange for the issuance of 3,0003 shares of our common stock (3,000 shares pre- reverse split), par value $0.0001 per share and $96,000 to the Shareholder (the “Share Exchange”). As a result of the Share Exchange, WHA became a wholly-ownedwholly owned subsidiary of the Company and all of the equity of WHA including its and its sole shareholder’s intellectual property became the property of the Company. This obligation was fully paid on December 15, 2015 through the issuance of 350,000350 shares of stock (350,000 pre-reverse split) to Mr. Rudd.Shareholder. WHA is a Nevada corporation with intellectual property in the fields of bio-technology, including its biologics and time-varying electromagnetic frequencies with potential applications on people and animals that management believes can be developed to the benefit of the Company and its shareholders. WHA’s sole shareholder was formerly Chairman and Chief Scientist of Regenetech, Inc. Regenetech was acquired by a company that wanted its technology, biomolecules grown in microgravity, for use in cosmetics. WHA’s sole shareholder left Regenetech with exclusive rights to this TVEMFproprietary square wave form technology and stem cell technologies, including the patents and patent applications relating thereto.


Other than in respect to the transaction, there is no material relationship between WHA’s sole stockholder and any of the Company’s affiliates, directors, or officers.


Acquisition of Rio Grande Assets

On December 22, 2017, we acquired intellectual property and other assets (the “RGN Assets”) from Rio Grande Neurosciences, Inc. (RGN). The price was $4,500,000 of which we paid $3,000,000 in cash and delivered a $1,500,000 secured promissory note due November 30, 2018, and security agreement. Before such note was due, the note was assigned to Eagle Equities, LLC (“Eagle”) its due date was extended to November 30, 2019, and it was made convertible into our common stock at a price related to our common stock’s market price at the time of conversion. The maturity date was then extended to December 31, 2021. The RGN Assets relate to RGN’s PEMF portfolio of intellectual property, including 27 issued patents with foreign patent protection covering the therapeutic use of PEMF as well as the treatment of various central nervous system disorders. We intend to initiate and fund future clinical trials to evaluate the further use of PEMF in the treatment of central nervous system disorders, including traumatic brain injury, post-concussion syndrome, stroke, and multiple sclerosis. However, no assurance can be given that we will be successful in these endeavors or that the results of any tests will indicate further development of the RGN Assets.

The PEMF assets acquired include SofPulse®, a portable, disposable PEMF device with a CE Mark and an FDA 510(k) clearance for the treatment of post-surgical pain and edema in addition to medical reimbursement for the treatment of chronic wounds. Endonovo Therapeutics has begun the commercialization of the PEMF assets through marketing and the creation of various sales channels and distribution agreements.

Present Development Plans


We now are a biotechnology company developing bioelectronic devices and cell therapies for regenerative medicine. We are currently developing two platforms that utilize our core technologies, Time-Varying Electromagnetic Fields (TVEMF). Our Immunotronics platform ismedicine and a non-implantable,commercial-stage developer of non-invasive bioelectronicwearable Electroceuticals™ therapeutic devices.

The Company’s current portfolio of commercial and clinical-stage wearable Electroceuticals™ therapeutic devices addresses wound healing, pain, post-surgical pain and edema, cardiovascular disease, chronic kidney disease, and Central Nervous System (CNS) Disorders, including traumatic brain injury (TBI), acute concussions, post- concussion syndrome and multiple sclerosis. The Company’s non-invasive Electroceutical™ therapeutic device, that we are developing to target inflammatory conditions in vital organs. Our initial concentration is developing our Immunotronics platformSofPulse®, using pulsed short-wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative pain and edema, and has CMS National Coverage for the treatment of inflammatory conditions in thechronic wounds. The Company’s current portfolio of pre-clinical stage Electroceuticals™ therapeutic devices address chronic kidney disease, liver such as acute liver injury. Our second platform is Cytotronics, which uses our Time-Varying Electromagnetic Field (TVEMF) technologydisease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD), and ischemic stroke. The Company’s non-invasive, wearable Electroceuticals™ therapeutic devices work by restoring key electrochemical processes that initiate anti-inflammatory and growth factor cascades necessary for the creation of cell-based therapies. Our initial concentration is on the development of a cell-based treatment for Graft-Versus-Host Disease.healing to occur.


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Immunotronics Platform:

Our Immunotronics platform uses Time-Varying Electromagnetic Field (TVEMF) technology to create a non-implantable, non-invasive bioelectronic device. These bioelectronics devices are also commonly referred to as "electroceuticals."


“electroceuticals.” These products are part of an emerging field termed "Bioelectronic“Bioelectronic Medicine," that seeks to harness electrical signals in nerves and cells to alter the course of diseases and conditions. Whereas our competitors are primarily using implantable electrical nerve stimulators, we are developing devices that are not implantable and use electromagnetic pulses to deliver electrical stimulation to cells and nerves.


tissues. We are developing these bioelectronic devices for the treatment of inflammatory conditions in tissues and vital organs such as the human liver.with a concentration on vascular diseases and ischemia/reperfusion injuries.

Possible Additional Line of Business

Recently management has entered into a program to expand its operations through a program of acquisition of specialty construction and facilities maintenance companies. The Company is currently in the processhas had contact with several potential acquisition targets and entered into a letter of commencing its pre-clinical studies to assess the effectiveness of its technology in treating acute inflammation in the liver using a rodent model.


Cytotronics Platform:

Our Cytotronics platform uses our Time-Varying Electromagnetic Field (TVEMF) technology to expandintent with one such company. However, no definitive agreements have been signed and enhance the biological properties of stem cells for the creation of cell based therapies. Our platform builds upon the original work conducted at the National Aeronautics and Space Administration (NASA) using TVEMF technology for the expansion of stem cells and expands this work to the development of cell based therapies. Our initial concentration is on the development of our proprietary cell therapy that is created using the co-culture of stem cells from the human umbilical cord with adipose-derived stem cells to create a cell mixture that displays neither class I nor class II cell-surface major histocompatibility markers (MHC -/-) andno assurance can be administered without a tissue match. given that the Company will be able to make any such acquisition or that it will prove profitable.

Intellectual Property:

SofPulse: We are initially seeking to develop this cell therapy forhave 29 issued patents with foreign patent protection covering the therapeutic use of tPEMF as well as the treatment of Graft-Versus-Host Disease.


Graft-Versus-Host Disease:

Graft-Versus-Host Disease (GVHD) is a complication that can occur following a stem cell, bone marrow or tissue transplant. In GVHD, the newly transplanted donor cells attack the transplant recipient's body. GVHD does not occur when a patient receives his/her own cells during a transplant. Therefore, GVHD is associated with allogeneic transplants, requiring that tissue and cells from possible donors be checkedvarious central nervous system disorders. Additionally to see how closely they match the person



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having the transplant. GVHD is less likely to occur, or the symptoms milder, when the tissue match is closer. GVHD is a very rare condition that affects fewer than 20,000 persons in the US per year.  


Intellectual Property:

We will continue to strengthen our portfolio of intellectual property by filing additional patents around uses of our core technologies, such as Time-Varying Electromagnetic Fields (TVEMF). We will continue to develop applications of our technologies that we may license out to our competitors in the drug/pharmaceutical and life sciences industry. To date, we have filed fourseven patent applications in the U.S. through the U.S. Patent and Trademark Office (USPTO) and four international patent applications in the E.U., China, South Korea and Japan covering our Time-Varying Electromagnetic Field (TVEMF) technology, the production of biomolecules, the creation of an allogeneic mesenchymal stem cell product a treatment for chemical and radiation injuries, production of stem cell secretome and a method of expanding cord blood stem cells.treating tissues and organs using our TVEMF technology. To date, we have been granted one U.S. Patent (U.S. Patent No. 9,410,143) issued on August 9, 2017, covering the production of human biomolecules using our TVEMF technology. We will continue to seek to strengthen our portfolio of intellectual property by filing additional patents around uses of our core technologies.


Our business strategy is aimed at building value by positioning each of our technologies and therapies to treat specific diseases that lack effective treatment, post-operative pain and edema, or whose current standard of treatment involves invasive procedures and/or potentially harmful side effects. We anticipate updating and refining the business strategy as new medical and/or clinical advancements are made as a result of extensive research and development. In general, the component functions of the business model are to:


·

Internationally license stem cell expansion technologies;

·

License technologies for the production of biomolecules;

·

Develop medical indications for our Immunotronics device;

·

Develop other non-invasive, medical technologies;

·

Develop cell-based therapies for distribution and use;

·

Conduct pre-clinical and clinical human studies for FDA Approval of our medical devices and cell therapies;

·

Commercialize our FDA cleared technology through direct sales, distributors and licensees;
License our technologies;
Develop additional medical indications for our medical devices;
Develop additional non-invasive, medical technologies;
Conduct pre-clinical and clinical human studies for FDA Approval of our medical devices and cell therapies;
Acquire subsidiaries under the parent company, Endonovo Therapeutics, to assist in the development and distribution of medical technologies;
Incrementally invest, market, and refine acquired and developed medical technologies and therapies.

Industry Overview

Bioelectrical Medicine within the Healthcare Industry

The healthcare industry is one of the world’s largest and fastest-growing industries. Consuming over 10 percent of Gross Domestic Product (GDP) of most developed nations, health care can form an enormous part of a country’s economy.

As of 2016, 91.1% of residents had health protection in the development and distributionUnited States, either through their employer or bought individually. During 2016, healthcare costs reached $3.3 trillion, or $10,348 per person. The share of medical technologies;U.S. GDP devoted to healthcare was 17.9% of U.S. Gross Domestic Product (GDP), the largest of any country in the world. Specifically, the cost of pharmaceuticals in the United States is the highest on the planet. It is expected that Healthcare’s share of U.S. GDP will continue its upward trend, reaching 20 percent of U.S. GDP by 2025. Globally, by 2040, Healthcare spending is expected to exceed $18 Trillion annually.

·

Incrementally invest, market, and refine acquired and developed medical technologies and therapies.


Biotechnology Licensing


We will seek revenue by licensing certain technologies developed by WHA for the expansion of stem cells, which we believe will allow both researchers and for-profit companies to grow difficult to expand stem cells, including hematopoietic stem cells. Furthermore, we will seek to license certain technologies for the production of biomolecules for research purposes and for the development of biologics. LicensingBio-Electrical Medicine is a particularly attractive opportunity for the Company because$17.2 Billion sector of the few costs associated with signing licensing agreements. By licensing WHA's technologies,Healthcare Industry growing at more than a net profit margin11% CAGR estimated to exceed $35.5 Billion by 2025, according to Grand View Research. Get me a copy of 80%this Bioelectric medicine is at the forefront of technological revolution in medical sciences. As opposed to 90% maybe achievable. However, we cannot give any assurance that we will be able to enter any profitable licenses and the entry into any license may require that we first receive FDA approval for our products.


Industry Overview


Regenerative Medicine


The regenerative medicine/tissue engineeringpharmaceutical industry, is a rapidly growing interdisciplinary field involving the life, physical and engineering sciences and seeking to develop clinical therapies for the repair, maintenance, replacement and/or enhancement of biological function. Regenerativebioelectric medicine has a different treatment therapy that is based on electrical pulses instead of drugs to trigger the body’s recovery capabilities. Bioelectric medicine develops nerve stimulating and sensors activation technologies to regulate biological functions and treat diseases by combining bioengineering, neuroscience, molecular medicines and electronics. These technologies may change the future of therapies for wide arearange of applications, such as musculoskeletal diseases, cardiovascular, neurology, orthopedic,diseases.

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On the basis of type of device, the global Electroceuticals®/Bioelectrical Medicine Market is classified into two major classes:

ØImplantable Electroceuticals® Devices, and
ØNon-invasive Electroceuticals® Devices.

BioElectric Medicine vs. Drug Therapies

Over the past 15 years, long-acting and other disorders. The regenerative medicine industry is now regarded as having begun with the advent of cell cultureextended-release opioids have been used to treat open wounds, post-operative wounds and chronic pain. These opioids are normally administered at high doses and over long treatment durations particularly in the very early part ofUnited States, resulting in a drastic increase in the twentieth century,number opioid-tolerant individuals and continues to advance as technological advancements have been made.


a prescription opioid abuse epidemic. Endonovo offers an alternative, non-opioid treatment through its Electroceuticals® systems: The regenerative medicine industry is driven by several technological advancements in stem cell therapy and tissue engineering therapy. The regenerative medicine market is expected to grow to a value of US$6.5 billion by 2019 from a value of US$2.6 billion in 2012, according to Transparency Market Research.




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The global stem cell market, whichCompany’s SofPulse® system is a segmentmedical device/designed to rapidly reduce post-operative swelling/edema, pain and to treat and accelerate the recovery of chronic wounds through the regenerativeuse of tPEMF. Chronic pain therapy via tPEMF works by relieving the underlying cause of pain – inflammation.

Drug therapies remain the standard of care for a broad range of medical conditions, including high blood pressure, chronic pain, autoimmune diseases, and psychiatric disorders. Management believes that bioelectronic medicine market is forecast to grow athas developed as a compounded annual growth rate (CAGR) of 39.5% from 2015-2020, to reach a value of US$330 million by 2020, according to MarketsandMarkets. North America is expected to hold the largest share of this market due to extensive government funding and increased fast-track approvals for stem cell therapeutics by the FDA.


Competition


The biotech and regenerative therapy industry is capital intensive and highly competitive and many of our competitors have far greater assets than we have presently and will have even if all of the funding possibly available to us under the EPA is realized.  We will seek to compete by establishing the uniqueness, efficacy and other advantages of the TVEMF device and the therapies based upon it.


Our competitors in the cell therapy market segment have years of research into their products including human clinical data, access to government sponsored research and grants and have more capital at their disposal.


Furthermore, our treatment for Graft-Versus-Host Disease may be limited by the FDA Approval of a competing cell therapy under the Orphan Drug Act of 1983, which grants 7-year market exclusivity to a product approved for an rare disease. This would require us to demonstrate that our cell therapy is therapeutically superior, when compared to the present drug indicated for the rare disease of interest. Therefore, the FDA approval of a competing drug and/or cell therapyviable alternative for the treatment of Graft-Versus-Host Disease would greatly limitmany disorders.

Normally, our nervous systems send signals to our tissues and organs to suppress inflammation, a phenomenon known as the Company'sinflammatory reflex. But sometimes, this system does not work properly, with malfunctions resulting in diseases like rheumatoid arthritis and inflammatory bowel disease. Traditionally, doctors have treated these diseases using drugs designed to suppress inflammation, such as infliximab (trade name Remicade) or adalimumab (Humira). But these drugs are expensive. Plus, they don’t work for everyone, often come with nasty side effects, and in some rare cases, they can even kill.

Current Product Being Sold – SofPulse®

In clinical trials, the SofPulse® device has proven to reduce mean pain scores by nearly 300% and inflammation by 275% thereby improving and reducing recovery time. Additionally, active patients have experienced a 2.2-fold reduction in narcotic use. The SofPulse® delivers tPEMF to enhance post-surgical recovery, naturally. Since the SofPulse® is non-invasive and non-pharmacologic, there are no known side effects and no potential for overdose or dependency AND no effects on healthy tissue.

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How the SofPulse® Works

SofPulse® delivers low intensity microcurrents of energy directly to the procedure site, to enhance recovery, by increasing the amount of naturally occurring Vascular Endothelial Growth Factor (VEGF), thereby increasing the physiological process through which new blood vessels form from pre-existing vessels (Angiogenesis). Within hours/days, the Fibroblast Growth Factor (FGF) enhances, thereby increasing the production of Collagen/Granulation (within days) and Transforming Growth Factor (TGF-β) accelerating Remodeling in the body within days/weeks. This device reduces inflammation and speeds/improves the healing process. The natural healing process allows patients to get back to life faster with lowered use of narcotics. A surgeon places and activates SofPulse® immediately after a procedure. The SofPulse® can be placed over a surgical dressing or clothing and can easily be applied and/or removed in many cases by the patient themselves. The length of time the device is used will vary depending on the type of procedure.


The SofPulse® allows patients to get back to an active life faster with less use of narcotics.

ØImmediately Usable and Effective - Single use patient device applied immediately after surgery.
ØEasy to Use - SofPulse® can easily be applied and or removed, including in many cases by the patient themselves
ØAutomated Dosing - Device is activated automatically or can be used as needed
ØVersatile - The product comes as a single device or dual device to accommodate different surgical procedures

Manufacturing

Our SofPulse® device is manufactured for us by ADM Tronics, Inc. in an FDA approved facility in Northvale, New Jersey.

Sales & Marketing

Endonovo’s strategy is to establish relationships with third parties, such as sales organizations, distributors and marketing coordinators, that assist us in developing, marketing, selling and implementing our products.

We believe that strategic and technology-based relationships with medical facilities are fundamental to our success. We have forged numerous relationships with medical device distributors to enhance our combined capabilities. This approach enhances our ability to pursue this indication. There are currently many competitors seekingaccelerate market penetration, accelerate the pace of our sales growth and solidify relationships.

We have a variety of marketing programs designed to create brand awareness and market recognition for our product offerings and for sales lead generation. Our marketing efforts include attending and presenting at healthcare related conferences, advertising, content development and distribution, public relations, social media publication of technical and informative articles in industry journals and sales training.

In addition, our strategic partners augment our marketing and sales campaigns through seminars, trade shows and joint public relations and advertising campaigns. Our customers and strategic partners provide references and recommendations that we often feature in external marketing activities.

Endonovo also is utilizing Key Opinion Leaders (KOLs) and Scientific Advisory Board Members (SABs) within the medical community to develop a sales-channel recommendation to other physicians/surgeons.

8

Competition

The pain management market is intensely competitive, highly fragmented and characterized by rapidly changing technology and drugs. We currently compete with other medical device manufacturers as well as pharmaceutical companies that have developed drugs or cell therapies for the treatment of GVHD at various stages of development from pre-clinical to Phase III clinical trials.many which are considered addictive.


Employees


We doThe Company does not have any employees. However, we have retained approximately 107 individuals as independent contractors that are involved in business development and sales, research & development and administrative functions.


Item 1A. Risk Factors.


Not applicable because we are a smaller reporting company.


Item 1B. Unresolved Staff Comments.


Not applicable because we are a smaller reporting company.


Item 2. Properties.


Our corporate headquarters is located at Endonovo Therapeutics, Inc., 6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367. We have a month-to-month contract with Regus Management Group, LLCone office located in the amount of $119 per month.Southern California. We believe such office is adequate for our present needs.


Item 3. Legal Proceedings.


From timeWe were defendants in a case entitled Auctus Fund, LLC v. Endonovo Therapeutics, Inc. et.al 20-cv-11286-PBS filed in the Federal District Court in Massachusetts in July 2020. The complaint sought damages related to time,a variable rate convertible note dated in August 2019 in the original amount of $275,250 and alleged various counts of State and Federal securities laws violations, breach of contract, fraud, consumer fraud and other claimed theories of damages while claiming damages in excess of $500,000, other unspecified damages and attorney fees. Auctus filed an amended complaint that was responded to by way of a motion to dismiss. On February 28, 2022, the Court granted our motion to dismiss, refused to extend supplemental jurisdiction over the State law claims and held that as a result of the dismissal, the Company’s counterclaims were moot.  To date neither party has appealed the ruling.   Due to the nature of our business, we may become involvedactive in various lawsuits and legal proceedings, which arise, inlitigation relating to the ordinary coursedefense, or assertion of business. However, litigation is subject to inherent uncertainties, and an adverse result in theseour patent rights or other matters may arise from timecorporate matters. Refer to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.Note 9 Commitments and Contingencies for further discussion


Item 4. Mine Safety Disclosures.


Not applicable.




8



PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Market Information


Our common stock trades on the OTCQB under the symbol “ENDV”. The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. An OTCQB equity security generally is any equity that is not listed or traded on a national securities exchange. Our stock is thinly traded, and a robust, active trading market may never develop. The market for the Company’s common stock has been limited, volatile, and sporadic.


9

Price Range of Common Stock


The following table shows, for the periods indicated, the high and low bidclosing prices per share of our common stock as reported by the OTCQB quotation service. These bid prices represent prices quoted by broker-dealers on the OTCQB quotation service.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.  The prices set forth below have been adjusted to reflect a one for one hundred reverse stock split.


 

 

 

 

 Closing Price

 

 

 

 

 High

 Low

 

 

 

 

 

 

Year Ended December, 2014

 

 

 

 

First Quarter

 

$

0.21

$

0.03

 

Second Quarter

 

$

10.00

$

0.10

 

Third Quarter

 

$

5.31

$

1.75

 

Fourth Quarter

 

$

2.40

$

0.75

 

 

 

 

 

 

Year Ended December, 2015

 

 

 

 

First Quarter

 

$

1.25

$

1.05

 

Second Quarter

 

$

1.10

$

0.51

 

Third Quarter

 

$

0.66

$

0.07

 

Fourth Quarter

 

$

0.80

0.06

  Closing Price 
  High  Low 
       
Year Ended December 31, 2020        
First Quarter $0.11  $3.90 
Second Quarter $0.01  $0.38 
Third Quarter $0.08  $0.15 
Fourth Quarter $0.02  $0.10 
         
Year Ended December 31, 2021        
First Quarter $0.10  $0.02 
Second Quarter $0.04  $0.02 
Third Quarter $0.06  $0.01 
Fourth Quarter $0.04  $0.02 



Approximate Number of Equity Security Holders

As of March 24, 2016,April 11, 2022, there were approximately 317407 stockholders of record. Because shares of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.


Dividends


Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.





9



Item 6. Selected Financial Data.


Not applicable because we are a smaller reporting company.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


The informationfollowing discussion and analysis of financial data discussed below is derived from the auditedcondition and results of operations should be read in conjunction with our consolidated financial statements of the Company for its fiscal year ended December 31, 2015.  The audited financial statements were prepared and presentedrelated notes included elsewhere in accordance with generally accepted accounting principles in the United States.this report. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere in this 10-K. The financial statements contained elsewhere in this 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this 10-K.


Cautionary Notice Regarding Forward Looking Statements


The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.


10

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,“estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.


Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in this Annual Report on Form 10K,prior filings, in press releases and in other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


Critical Accounting Policies and Estimates


We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ



10



materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which we discuss further below.


Impairment of Other Intangible and Long-Lived Assets

The Company accounts for its intangible assets under the provisions of ASC 350, “Intangibles - Goodwill and Other”. In accordance with ASC 350, intangible assets with a definite life are analyzed for impairment under ASC 360-10-05 “Property, Plant and Equipment” and intangible assets with an indefinite life are analyzed for impairment under ASC 360 annually, or more often if circumstances dictate. The Company performs its annual simplified impairment test in the fourth quarter of each year. The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value.

Use of estimates


Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. The significant estimates were made for the fair value of common stock issued for services, with notes payable arrangements, in connection with note extension agreements, and as repayment for outstanding debt, in estimating the useful life used for depreciation and amortization of our long-lived assets, in the valuation of the derivative liability, and the valuation of deferred income tax assets. Actual results and outcomes may differ from management'smanagement’s estimates and assumptions.


11

Revenue recognition


The Company recognizes revenue from its technology licensing and commercialization activities in accordance with paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.


The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer and accepted by the customer as completed pursuant to Company’s Licensing Agreements, (iii) collectability is reasonably assured. The Company has yet to realize any revenues from its licensing agreements.  All of our revenues in the current year are from the sale of the TVEMF device for evaluation purposes..


Recently Issued Accounting Pronouncements


In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company isadopted the new standard update on January 1, 2021, which did not aware of any recently issued accounting pronouncements that when adopted will haveresult in a material effectimpact on the Company’s consolidated results of operations, financial position, or result of its operations.and cash flows.


Results of Operations


Results of Operations Year Ended December 31, 20152021, vs. Year Ended December 31, 20142020


 

 

 

Year Ended December 31,

 

 

Favorable

 

 

 Year Ended December 31, Favorable   

 

 

 

 2015

 

 

 2014

 

 

(Unfavorable)

 

%

 2021 2020 (Unfavorable) % 

 

 

 

 

 

 

 

 

 

 

 

 

         

Revenue

Revenue

 

$

4,265 

 

$

24,192 

 

$

(19,927)

 

-82.4%

 $73,105  $165,796   (92,691)  (55.9)

Cost of revenue

Cost of revenue

 

 

2,162 

 

 

15,485 

 

 

13,323 

 

86.0%

  14,985   65,369   50,384   77.1 

Gross profit

Gross profit

 

 

2,103 

 

 

8,707 

 

 

(6,604)

 

-75.8%

  58,120   100,427   (42,307)  (42.1)

 

 

 

 

 

 

 

 

 

 

 

 

                

Operating expenses

Operating expenses

 

 

2,500,097 

 

 

2,199,919 

 

 

300,178 

 

13.6%

  2,284,667   3,012,625   727,958   24.2 

 

 

 

 

 

 

 

 

 

 

 

 

                

Loss from operations

Loss from operations

 

 

(2,497,994)

 

 

(2,191,212)

 

 

(306,782)

 

-14.0%

  (2,226,547)  (2,912,198)  685,651   23.5 

 

 

 

 

 

 

 

 

 

 

 

 

                

Other income (expense)

Other income (expense)

 

 

(2,581,107)

 

 

1,231,718 

 

 

(3,812,825)

 

309.6%

  (878,347)  2,516,614   (3,394,961)  (134.9)

 

 

 

 

 

 

 

 

 

 

 

 

                

Net loss

Net loss

 

$

(5,079,101)

 

$

(959,494)

 

$

(4,119,607)

 

-429.4%

 $(3,104,894) $(395,584) $(2,709,310)  684.9 




Revenue

11




Revenue of the Company’s SofPulse® product during the current year decreased by $92,691 or 55.9% compared to the previous year.

Revenues


Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue has been negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will increase in future periods as the roll out of the SofPulse® product continues.

Our

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue was $4,265should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.

12

Cost of Revenue

Cost of revenue decreased by $50,384 or 77.1% from the previous year to $14,985 during the current year compared to $65,369 during the previous year. Cost of revenue is recognized on those sales recorded as gross for which we are the fiscal year ended December 31, 2015. Ourprincipal in the transaction as opposed to net sales which reflect no cost of revenue.

It is anticipated that cost of revenue was $24,192 forwill increase in future periods as the fiscal year ended December 31, 2014. We are in an early stage and our revenues will be small and erratic until a device or biological license receives FDA approval or international research licensing develops.  The growthroll out of our business is dependent on successfully raising additional capital to fund our growth.the SofPulse® product continues.


Operating Expenses


Our operating expenses for 2015 were approximately $2,500,000decreased by $727,958 or 24.2% to $2,284,667 in 2021 compared to $2,200,000$3,012,625 for 2014.2020. The operating expenses were comprised primarily of consulting, and professional fees, for the developmentamortization expenses, and stock-based compensation. This change was due primarily to a decrease in consulting fees of our intellectual propertyapproximately $0.3 million, and expenses related to being a public company.decrease in stock-based compensation of approximately $0.4 million.


Depreciation and Amortization


We incur depreciation and amortization expense for costs related to our assets, including our patents, information technology and software.

Our depreciation decreasedand amortization expense was $648,492 in 2021 compared to $14,773$651,247 in 2015 from $15,737 in 2014. There were no significant2020. No equipment purchaseswas purchased or salessold during 2015.the fiscal year ended December 31, 2021.


Other Income (Expense)/ Expense


Our Other Income (Expense)expense was expense of approximately $2,581,000$878,347 in 20152021 compared to an income of $1,232,000$2,516,614 in 2014. 2020. Other Income/Expense includes interest expense, change in fair value of derivative liability, amortization of debt issuance cost, gain on extinguishment of debt and default penalty.

The increase in other expense in 2015during our fiscal year 2021 was primarily the result of changes in our financingsre-valuations to reflect liability accounting for convertible debtnotes issued with variable conversion rates comparedrates. Change in fair value of the Company’s derivative liability decreased by $5.5 million from an income of $5.6 million in 2020 to an income of $0.1 million in 2014 when we had income related2021, resulting from changes to the inputs to the fair value model. The above was offset by a decrease in interest expense of approximately $1.2 million, the incurrence of $22,162 loss on extinguishment of debt.debt in 2021 as opposed to a $555,430 gain on debt extinguishment in 2020.


Liquidity and Capital Resources


 

 

 

 

 As of December 31,  

 

 

Increase

 

 

 

 

 2015

 

 

 2014

 

 

(Decrease)

Working Capital

 

 

 

 

 

 

 

 

 

Current assets

 

$

44,373 

 

$

2,988 

 

$

41,385 

Current liabilities

 

 

7,482,852 

 

 

4,554,948 

 

 

2,927,904 

  Working capital deficit

$

(7,438,479)

 

$

(4,551,960)

 

$

2,886,519 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

182,603 

 

$

183,646 

 

$

(1,043)

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

$

(7,589,425)

 

$

(4,693,005)

 

$

2,896,420 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 For Year Ended December 31,  

 

 

Increase

 

 

 

 

2015

 

 

2014

 

 

(Decrease)

Statements of Cash Flows Select Information

 

 

 

 

 

 

Net cash provided (used) by:

 

 

 

 

 

 

 

 

   Operating activities

 

$

(1,019,334)

 

$

(909,296)

 

$

110,038

   Investing activities

 

$

(3,829)

 

$

 

$

3,829

   Financing activities

 

$

1,063,648 

 

$

907,029 

 

$

156,619

  As of December 31,  Increase 
  2021  2020  (Decrease) 
Working Capital            
             
Current assets $94,855  $46,187  $48,668 
Current liabilities  17,701,710   16,825,821   (875,889)
Working capital deficit $(17,606,855) $(16,779,634) $(827,221)
             
Long-term debt $79,825  $155,000  $75,175 
             
Stockholders’ deficit $(15,774,324) $(14,373,786) $(1,400,538)



  For Year Ended December 31,  Increase 
  2021  2020  (Decrease) 
Statements of Cash Flows Select Information         
          
Net cash provided (used) by:            
Operating activities $(986,584) $(741.590) $(244,994)
Investing activities $-  $-  $- 
Financing activities $1,059,100  $736,117  $322,983 

  As of December 31,  Increase 
  2021  2020  (Decrease) 
Balance Sheet Select Information            
             
Cash $85,936  $13,420  $72,516 
             
Accounts payable and accrued expenses $7,078,283  $5,989,185  $(1,089,098)

13

12




 

 

 

 

 As of December 31,  

 

 

Increase

 

 

 

 

 2015

 

 

 2014

 

 

(Decrease)

Balance Sheet Select Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Cash

 

 

$

41,473

 

$

988

 

$

40,485

 

 

 

 

 

 

 

 

 

 

 

  Accounts payable and accrued expenses

$

3,990,185

 

$

3,167,346

 

$

822,839



Since inception and through December 31, 2015,2021, the Company has raised approximately $2.8$18 million in equity and debt transactions. These funds have been used to advance the operations of the Company, build its bio-medical platform, patent work &and general corporate development. Our accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve monthtwelve-month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses. Our current liabilities exceed our current assets and available cash is not sufficient to fund the expected future operation.operations. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from sales and future license agreements and has also initiated a private placementan equity line of credit offering to raise capital through the sale of its common stock and has engaged a broker/dealeran Investment Banker to raise additional capital. Although, uncertainty exists as to whether the Company will be able generate enough cash from operations to fund the Company’s working capital needs or raise sufficient capital to meet the Company’s obligations as they become due, no adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. Our cash on hand at December 31, 20152021 was approximately $41,000.$85,936. This will not be sufficient to fund operations if additional capital is not raised. The Company raised an aggregate of $678,750$0.1 million through the sale of equity and debt securities since December 31, 2015January 1, 2022, through the date of this report.


d

Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guaranteeguaranteed contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company and intellectual property development that will increase our operating costs or cash requirements in the future.


Seasonality


Management does not believe that our current business segment is seasonal to any material extent.


Securities Authorized for Issuance under Equity Compensation Plans


We do not have in effect any compensation plans under which our equity securities are authorized for issuance.


Unregistered Sales of Equity Securities


During the quarteryear ended December 31, 2015,2021, we issued the following unregistered equity securities:



Number of      
Common Shares  Source of   
Issued  Payment Amount 
 1,111,111  Conversion of Preferred Series C $33,333 
 27,461,307  Conversion of notes and accrued interest $1,117,990 
 4,020,986  Settlement of debt $142,424 
 2,500,000  Services $95,250 
 7,868,668  Commitment shares $222,692 
 7,000,000  Issuance for cash $126,000 

13




Number of

 

 

 

 

Common Shares

 

Source of

 

 

Issued

 

Payment

 

Amount

1,000,000

 

Services

 

$

78,750

1,000,000

 

Note issuance

 

$

54,850

350,000

 

Note conversion

 

$

116,400

250,000

 

Note extension

 

$

17,500

250,000

 

Cash

 

$

56,950


The above issuances of were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


We are a Smaller Reporting Company and are not required to provide the information under this item.


14




14



Item 8. Financial Statements and Supplementary Data.



ENDONOVO THERAPEUTICS, INC.

AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS


EDONOVO THERAPEUTICS, INC.

AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

(PCAOB ID No: 468)

17

16

Consolidated Balance Sheets for December 31, 20152021, and 2014

2020

18

Consolidated Statements of Operations for the Years Ended December 31, 20152021, and 2014

2020

19

Consolidated Statement of Stockholders’ Deficit for the Years Ended December 31, 20152021, and 2014

2020

20

Consolidated Statements of Cash Flows for the Years Ended December 31, 20152021, and 2014

2020

21

22

Notes to Consolidated Financial Statements for the Years Ended December 31, 20152021, and 2014

2020

22

23


15




15



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Endonovo Therapeutics, Inc. and Subsidiaries


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Endonovo Therapeutics, Inc. and Subsidiaries (the “Company”)Company) as of December 31, 20152021, and 2014,2020, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. These consolidated financial statements arein the responsibility oftwo-year period ended December 31, 2021, and the Company’s management.  Our responsibility isrelated notes to express an opinion on these consolidated financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required(collectively referred to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Endonovo Therapeutics, Inc. and Subsidiariesthe Company as of December 31, 20152021, and 2014,2020, and the consolidated results of its operations and its cash flows for each of the years thenin the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.


Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring netcontinued to incur significant operating losses and negative cash flows from operations, during the year ended December 31, 2021, and has anegative working capital deficit at December 31, 2015.2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding thosein regard to these matters are also are described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion


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

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

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

Critical Audit Matters

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

16

Instruments with Embedded Conversion Features

Description of the Matter

As discussed in Note 1 to the Consolidated Financial Statements, the Company issues instruments with embedded conversion features. Some of these embedded conversion features result in a derivative liability that is measured at fair value.

Auditing derivative liability is complex and highly judgmental due to the variability and uncertainty associated with the Company’s assessment of estimates used in calculating the value of the derivative liability. Changes in these estimates would have a significant effect on the valuation of the derivative liability and the related change in fair value of derivative liability.

How We Addressed the Matter in Our Audit

To test the derivative liability, our audit procedures included, among others, evaluating the appropriateness of the Company’s accounting policy for instruments with embedded conversion features and the estimates and assumptions used in calculating the fair value of the derivative liability. We evaluated whether the methods used to calculate the fair value of the derivative liability were applied consistently. We also tested the completeness and accuracy of the underlying data used for the fair value measurement.

/s/ Rose, Snyder & Jacobs LLP

We have served as the Company’s auditor since 2008.

Encino, CaliforniaCA


April 13, 2022

April 1, 2016

17




16



Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31,


 

 

 

 2015

 

 

 2014

 ASSETS

 

 

 

 

 

 Current assets:

 

 

 

 

 

 

 Cash

$

41,473 

 

$

988 

 

 Other current assets

 

2,900 

 

 

2,000 

 Total current assets

 

44,373 

 

 

2,988 

 

 

 

 

 

 

 

 Property Plant and Equipment, net

 

31,657 

 

 

42,601 

 

 

 

 

 

 

 

   

 

$

76,030 

 

$

45,589 

 

 

 

 

 

 

 

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 

 

 

 

 

 Current Liabilities

 

 

 

 

 

 

 Accounts payable and accrued expenses

$

3,990,185 

 

$

3,167,346 

 

 Short term advances

 

3,605 

 

 

900 

 

 Notes payable, net of discounts of $321,961 as of December 31, 2015  

 

 

 

 

 

 

    and $2,391 as of December 31, 2014

 

1,261,790 

 

 

1,084,025 

 

 Notes payable - related parties

 

245,000 

 

 

291,000 

 

 Derivative liability

 

1,970,241 

 

 

 

 Current portion of long term loan

 

12,031 

 

 

11,677 

 

 

 

 

 

 

 

 Total current liabilities

 

7,482,852 

 

 

4,554,948 

 

 

 

 

 

 

 

 Notes payable, net of discounts of $94,013 as of December 31, 2015  

 

 

 

 

 

    and $0 as of December 31, 2014

 

10,987 

 

 

 Long term loan

 

16,616 

 

 

28,646 

 Acquisition payable

 

155,000 

 

 

155,000 

 Total liabilities

 

7,665,455 

 

 

4,738,594 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 Shareholders' deficit

 

 

 

 

 

 

 Super AA super voting preferred stock, $0.0001 par value;

 

 

 

 

 

 

   1,000,000 authorized and 1,000 issued and outstanding

 

 

 

 

Common stock, $.0001 par value;

 

 

 

 

 

 

  250,000,000 shares authorized; 104,803,401 and 81,425,957 shares issued

 

 

 

 

 

 

  and outstanding as of December 31, 2015 and December 31, 2014

 

10,479 

 

 

8,143 

 

 Additional paid-in capital

 

3,773,642 

 

 

1,593,297 

 

 Stock subscriptions

 

(1,570)

 

 

(1,570)

 

 Accumulated deficit

 

(11,371,976)

 

 

(6,292,875)

 Total shareholders' deficit

 

(7,589,425)

 

 

(4,693,005)

   

 

$

76,030 

 

$

45,589 

 

 

 

 

 

 

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

  2021  2020 
ASSETS        
Current Assets:        
Cash $85,936  $13,420 
Accounts receivable, net of allowance for doubtful accounts of $0  944   942 
Prepaid expenses and other current assets  7,975   31,825 
Total current assets  94,855   46,187 
         
Property Plant and Equipment, net  -   1,580 
Patents, net  1,912,356   2,559,268 
Total assets $2,007,211  $2,607,035 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
Current Liabilities        
Accounts payable $658,463  $700,932 
Accrued interest  2,528,459   1,904,136 
Deferred compensation  3,891,361   3,384,117 
Notes payable, net of discounts of $75,800 as of December 31, 2021, and $201,157 as of December 31, 2020  7,055,030   6,491,039 
Notes payable – former related party  126,100   143,000 
Derivative liability  3,442,297   4,202,597 
Total current liabilities  17,701,710   16,825,821 
         
Acquisition payable  79,825   155,000 
Total liabilities  17,781,535   16,980,821 
COMMITMENTS AND CONTINGENCIES, note 9        
Shareholders’ deficit        
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2021, and December 31, 2020  25   25 
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized and 600 issued and outstanding at December 31, 2021 and December 31, 2020  1   1 
Series C convertible preferred stock, 8,000 shares authorized, 738 and 763 shares issued and outstanding at December 31, 2021, and December 31, 2020, respectively  -   - 
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized and 305 issued and outstanding at December 31, 2021 and December 31, 2020  -   - 
Preferred stock value  -   - 
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; and 74,498,761 and 24,536,689 shares issued and outstanding as of December 31, 2021, and December 31, 2020, respectively  7,449   2,453 
Additional paid-in capital  40,663,187   38,963,827 
Stock subscriptions  (1,570)  (1,570)
Accumulated deficit  (56,443,416)  (53,338,522)
Total shareholders’ deficit  (15,774,324)  (14,373,786)
Total liabilities and shareholders’ deficit $2,007,211  $2,607,035 




See accompanying summary of accounting policies and notes to consolidated financial statements.

17

18



Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31,


 2021 2020 

 

 

 

2015

 

 

2014

     

 

 

 

 

 

 

 

Revenues, net

 

 $

4,265 

 

$

24,192 

Cost of goods sold

 

 

2,162 

 

 

15,485 

Revenue $73,105  $165,796 
Cost of revenue  14,985   65,369 

Gross profit

Gross profit

 

 

2,103 

 

 

8,707 

  58,120   100,427 

 

 

 

 

 

 

 

        

Operating expenses

Operating expenses

 

 

2,500,097 

 

 

2,199,919 

  2,284,667   3,012,625 

Loss from operations

Loss from operations

 

 

(2,497,994)

 

 

(2,191,212)

  (2,226,547)  (2,912,198)

 

 

 

 

 

 

 

        

Other income (expense)

Other income (expense)

 

 

 

 

 

 

        

 Other income

 

 

 

 

1,410,550 

 Change in fair value of derivative liability

 

 

(1,105,189)

 

 

 Loss on extinguishment of debt

 

 

(127,674)

 

 

 Interest expense, net

 

 

(1,348,244)

 

 

(178,832)

 

 

 

(2,581,107)

 

 

1,231,718 

Change in fair value of derivative liability  41,057   5,607,213 
Gain (loss) on extinguishment of debt  22,162   (555,430)
Other expense, net  -   (452,095)
Interest expense, net  (941,566)  (2,083,074)
Total other income (expense)  (878,347)  2,516,614 

 

 

 

 

 

 

 

        

Loss before income taxes

Loss before income taxes

 

 

(5,079,101)

 

 

(959,494)

  (3,104,894)  (395,584)

 

 

 

 

 

 

 

        

Provision for income taxes

Provision for income taxes

 

 

 

 

  -   - 

 

 

 

 

 

 

 

        

Net loss

Net loss

 

 $

(5,079,101)

 

$

(959,494)

 $(3,104,894) $(395,584)

 

 

 

 

 

 

 

        

Basic and diluted loss per share

Basic and diluted loss per share

 

 $

(0.05)

 

$

(0.03)

 $(0.05) $(0.03)

Weighted average common share outstanding:

Weighted average common share outstanding:

 

 

 

 

 

 

        

 Basic and diluted

 

 

96,844,533 

 

 

30,288,009 

 

 

 

 

 

 

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

Basic and diluted  59,836,620   12,215,844 




See accompanying summary of accounting policies and notes to consolidated financial statements.

18

19



Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statement of Stockholders Deficit

For the Years Ended December 31, 20152021, and 2014

 

Series AA

 

 

 

 

 

 

 Additional

 

 Common Stock  

 

 

 

 Total

 

Preferred Stock

 

 Common Stock

 

 Paid-in

 

Subscription

 

 Retained  

 

Shareholder's

 

 Shares

 

 

Amount

 

 Shares

 

 

Amount

 

 Capital

 

Receivable

 

 Earnings

 

 Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balance December 31, 2013

1,000

 

$

-

 

834,723 

 

$

83 

$

1,201,085

$

$

(5,333,381)

$

(4,132,213)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Shares issued for cash

-

 

 

-

 

1,362,803 

 

 

136 

 

1,434

 

(1,570)

 

 

 Shares issued for services

-

 

 

-

 

29,056,275 

 

 

2,906 

 

31,530

 

 

 

34,436 

 Shares issued with notes payable and extensions

-

 

 

-

 

5,639,750 

 

 

564 

 

18,053

 

 

 

18,617 

 Shares issued for conversion of payables  

-

 

 

-

 

5,036,453 

 

 

504 

 

4,532

 

 

 

5,036 

 Shares issued for conversion of notes payable and accrued interest

-

 

 

-

 

1,744,906 

 

 

175 

 

301,429

 

 

 

301,604 

 Shares issued for conversion of accrued compensation

-

 

 

-

 

38,793,547 

 

 

3,879 

 

34,915

 

 

 

38,794 

 Shares issued for equity line of credit

-

 

 

-

 

215,000 

 

 

22 

 

193

 

 

 

215 

 Shares forfeited

-

 

 

-

 

(1,257,500)

 

 

(126)

 

126

 

 

 

 Net loss for year ended December 31, 2014

-

 

 

-

 

 

 

 

-

 

 

(959,494)

 

(959,494)

 Balance December 31, 2014

1,000

 

$

-

 

81,425,957 

 

$

8,143 

$

1,593,297

$

(1,570)

$

(6,292,875)

$

(4,693,005)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Shares issued for cash

-

 

 

-

 

752,566 

 

 

74 

 

139,017

 

 

 

139,091 

 Shares issued for services

-

 

 

-

 

6,519,286 

 

 

652 

 

728,098

 

 

 

728,750 

 Shares issued with notes payable

-

 

 

-

 

1,855,000 

 

 

185 

 

223,366

 

 

 

223,551 

 Shares issued on extension of notes payable

-

 

 

-

 

800,000 

 

 

80 

 

61,670

 

 

 

61,750 

 Shares issued for conversion of notes payable and accrued interest

-

 

 

-

 

13,450,592 

 

 

1,345 

 

1,028,194

 

 

 

1,029,539 

 Net loss for year ended December 31, 2015

-

 

 

-

 

 

 

 

-

 

 

(5,079,101)

 

(5,079,101)

 Balance December 31, 2015

1,000

 

$

-

 

104,803,401 

 

$

10,479 

$

3,773,642

$

(1,570)

$

(11,371,976)

$

(7,589,425)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying summary of accounting polices and notes to consolidated financial statements.


2020



19

                                                         
  Series AA  Series B Convertible  Series D Convertible  Series C Convertible     Additional        Total 
  Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock  Common Stock  Paid-in  Subscription  Retained  Shareholder’s 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Receivable  Earnings  Deficit 
                                           
Balance December 31, 2019  25,000  $25   600  $1   255  $-   -   -   1,189,204  $118  $32,432,392  $(1,570) $(52,934,786) $(20,503,820)
                                                         
Reclassification Preferred Series C  -   -   -   -   -   -   1,814   -   -   -   2,418,269   -   -   2,418,269 
Shares issued for Preferred Series D  -   -   -   -   50   -   -   -   -   -   50,000   -   -   50,000 
Shares issued for conversion of notes payable and accrued interest  -   -   -   -   -   -   -   -   14,557,343   1,456   3,337,653   -   -   3,339,109 
Shares issued for conversion of Preferred Series C to common share  -   -   -   -   -   -   (1,051)  -   2,754,822   276   (151)  -   -   125 
Valuation of stock options issued for services  -   -   -   -   -   -   -   -   -   -   57,400   -   -   57,400 
Shares issued for exchange of stock options  -   -   -   -   -   -   -   -   1,500,000   150   164,850   -   -   165,000 
Shares issued as inducement to note holder  -   -   -   -   -   -   -   -   855,000   85   79,055   -   -   79,140 
Common stock issued for services  -   -   -   -   -   -   -   -   1,206,398   120   109,680   -       109,800 
Restricted shares issued as inducement to Series C  -   -   -   -   -   -   -   -   58,428   6   8,146   -   (8,152)  - 
Common stock issued with exchange of convertible notes  -   -   -   -   -   -   -   -   409,000   41   58,814   -   -   58,855 
Commitment shares  -   -   -   -   -   -   -   -   771,926   78   97,842   -       97,920 
Common stock issued for cash                                  1,234,568   123   99,877   -   -   100,000 
Beneficial conversion feature on convertible note  -   -   -   -   -   -   -   -   -   -   50,000   -   -   50,000 
Net loss for the year ended December 31, 2020  -   -   -   -   -   -   -   -   -   -   -   -   (395,584)  (395,584)
Balance December 31, 2020  25,000   25   600   1   305   -   763   -   24,536,689   2,453   38,963,827   (1,570)  (53,338,522)  (14,373,786)



20

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated StatementsStatement of Cash FlowsStockholders Deficit

For the Years Ended December 31,


 

 

 

 

 

2015

 

 

2014

 Operating activities:

 

 

 

 

 

 

 Net loss

$

(5,079,101)

 

$

(959,494)

 

 Adjustments to reconcile net loss to cash  

 

 

 

 

 

 

 

 used in operating activities:

 

 

 

 

 

 

 

 Depreciation and amortization expense

 

14,773 

 

 

15,737 

 

 

 Fair value of equity issued for services

 

728,749 

 

 

34,436 

 

 

 Non-cash interest

 

1,180,807 

 

 

18,832 

 

 

 Change in fair value of derivative liability

 

1,105,189 

 

 

 

 

 Loss (gain) on extinguishment of liabilities

 

127,674 

 

 

(1,410,550)

 

 

 Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 Other current assets

 

2,000 

 

 

10,000 

 

 

 

 Accounts payable and accrued expenses

 

900,575 

 

 

1,381,743 

 Net cash used in operating activities

 

(1,019,334)

 

 

(909,296)

 

 

 

 

 

 

 

 

 

 Investing activities:

 

 

 

 

 

 

 Purchase of property and equipment

 

(3,829)

 

 

 

 Net cash used in investing activities

 

(3,829)

 

 

 

 

 

 

 

 

 

 

 

 Financing activities:

 

 

 

 

 

 

 Proceeds from the issuance of notes payable

 

1,036,200 

 

 

935,500 

 

 Proceeds from issuance of notes payable- related parties

50,000 

 

 

 

 Proceeds from short term advances

 

100,755 

 

 

 

 Repayments on short term advances

 

(100,950)

 

 

(28,471)

 

 Proceeds from issuance of common stock

 

139,092 

 

 

 

 Payment on notes payable

 

(138,000)

 

 

 

 Payment on interest payable

 

(11,773)

 

 

 

 Payment against long term loan

 

(11,676)

 

 

 Net cash provided by financing activities

 

1,063,648 

 

 

907,029 

 

 

 

 

 

 

 

 

 

 Net increase in cash

 

40,485 

 

 

(2,267)

 Cash, beginning of year

 

988 

 

 

3,255 

 Cash, end of year

$

41,473 

 

$

988 

 

 

 

 

 

 

 

 

 

 Supplemental disclosure of cash flow information:

 

 

 

 

 

 Cash paid for interest

$

11,773 

 

$

 Cash paid for income taxes

$

500 

 

$

 

 

 

 

 

 

 

 

 

Non Cash Investing and Financing Activities:

 

 

 

 

 

 

Conversion of notes payable and accrued

 

 

 

 

 

 

 

 interest to common stock

$

544,538 

 

$

301,604 

 

 

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to consolidated financial statements.



20



Endonovo Therapeutics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

For the Years Ended December 31, 20152021, and 20142020

  Series AA  

Series B 

Convertible

  

Series D 

Convertible

  

Series C

Convertible

        Additional        Total 
  

Preferred Stock

  

Preferred Stock

 

Preferred Stock

  

Preferred Stock

 Common Stock  Paid-in  Subscription  Retained  Shareholder’s 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares Amount  Shares  Amount  Capital  Receivable  Earnings  Deficit 
                                           
Balance December 31, 2020  25,000  $25   600  $1   305  $-   763   -   24,536,689  $2,453  $38,963,827  $(1,570) $(53,338,522) $(14,373,786)
                                                         
Issuance of Commitment shares in connection with promissory notes  -   -   -   -   -   -   -   -   7,868,668   787   221,905   -   -   222,692 
Common Stock issued for cash  -   -   -   -   -   -   -   -   7,000,000   700   125,300   -   -   126,000 
Shares issued for conversion of notes payable and accrued interest  -   -   -   -   -   -   -   -   27,461,307   2,746   1,115,244   -   -   1,117,990 
Shares issued for conversion of Preferred Series C to common share  -   -   -   -   -   -   (25)  -   1,111,111   111   (111)  -   -   - 
Common Shares issued from debt settlement  -   -   -   -   -   -   -   -   1,515,152   151   57,576   -   -   57,727 
Common Share issued as settlement of debt with former related part  -   -   -   -   -   -   -   -   2,505,834   251   84,446   -   -   84,697 
Common Shares issued pursuant to consulting agreement  -   -   -   -   -   -   -   -   2,500,000   250   95,000   -   -   95,250 
Net loss for the year ended December 31, 2021  -   -   -   -   -   -   -   -   -   -   -   -   (3,104,894)  (3,104,894)
Balance December 31, 2021  25,000   25   600   1   305   -   738   -   74,498,761   7,449   40,663,187   (1,570)  (56,443,416)  (15,774,324)

See accompanying summary of accounting policies and notes to consolidated financial statements.

21

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2021, and 2020

  2021  2020 
Operating activities:        
Net loss $(3,104,894) $(395,584)
Adjustments to reconcile net loss to cash used in operating activities:        
Depreciation and amortization expense  648,492   651,247 
Amortization of discount on Series C Preferred stock liability  -   248 
Non-cash increase to convertible notes principal (included in interest expense)  -   452,095 
Fair value of commitment shares issued with debt  70,970   - 
Fair value of equity issued for services  95,250   - 
Non-cash interest and fees  -   1,032,358 
Stock compensation expense  -   456,519 
Amortization of note discount and original issue discount  144,196   225,171 
Change in fair value of derivative liability  (41,057)  (5,607,213)
Loss (gain) on extinguishment of debt  (22,162)  555,430 
Changes in assets and liabilities:        
Accounts receivable  (2)  21,800 
Prepaid expenses and other current assets  23,850   (10,905)
Accounts payable  (42,470)  94,202 
Accrued interest  733,999   830,298 
Deferred compensation  507,244   952,744 
Net cash used in operating activities  (986,584)  (741,590)
         
Investing activities:        
Acquisition of property and equipment  -   - 
Net cash used in investing activities  -   - 
         
Financing activities:        
Proceeds from the issuance of notes payable  950,000   608,117 
Repayments on former related party advances  (16,900)  (22,000)
Proceeds from issuance of common stock and units  126,000   100,000 
Proceeds from issuance of preferred shares  -   50,000 
         
Net cash provided by financing activities  1,059,100   736,117 
         
Net increase (decrease) in cash  72,516   (5,473)
Cash, beginning of year  13,420   18,893 
Cash, end of year $85,936  $13,420 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $25,747 
Cash paid for income taxes $-  $- 
Non-Cash Investing and Financing Activities:        
Conversion of notes payable and accrued interest
to common stock
 $493,748  $1,493,413 
Conversion of Preferred C stock to common stock $33,333  $1,400,934 
Value of derivative liability from transfer to equity upon conversion of notes payable and accrued interest $-  $1,879,398 
Exchange of note and accrued interest to new convertible note $-  $316,494 
Issuance of common stock to Preferred C Stock inducement $-  $8,152 
Issuance of common stock to settle debt $202,697  $- 

See accompanying summary of accounting policies and notes to consolidated financial statements.

22

Endonovo Therapeutics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021, and 2020


Note 1 - Nature of Business and Summary of Significant Accounting Policies


Endonovo Therapeutics, Inc. and Subsidiaries (the(Endonovo or the “Company” or “ETI”) is primarilyan innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).

The Company develops, manufactures, and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of inflammation on and in the businesshuman body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

Endonovo’s core mission is to transform the field of biomedical researchmedicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical® Therapy. Endonovo’s bioelectric Electroceutical® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and development, particularlygrowth factors in regenerative medicine, which has included the development of the TVEMF device. The Company has historically been involved with intellectual property licensing and commercialization. 


body necessary for healing to rapidly occur.

On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the "Company"“Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company'sCompany’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.2014.


Basis of Presentation and Principles of Consolidation


The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation.


Going Concern


These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $1.3$ 1.1 million in debt and equity financing for the year ended December 31, 2015.2021. The Company is raising additional capital through debt andand/or equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management has initiated a private placement offeringimplemented its business plan to raisematerialize revenues from potential, future, license agreements, has raised capital through the saleissuance of its common stockpromissory notes and has engaged a broker/dealer to raise additional capital.  Although, uncertainty exists as to whether the Company will be able generate enough cash from operations to fund the Company’s working capital needs or raise sufficient capital to meet the Company’s obligations as they become due, no adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.


23

Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.




Cash and cash equivalents

21



Endonovo Therapeutics, Inc.The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and Subsidiariescash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2021, the Company does not hold any cash in excess of FDIC limits.

Notes to Consolidated Financial Statements (continued)


Accounts Receivable

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2021, and 2020. Account receivables are written off when all collection attempts have failed.

Property, plant, and equipment


Property, plant, and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years.  Expenditures for repairsyears. Repairs and maintenance are expensedcharged to expense as incurred.incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations.


Impairment of Long-lived Assets


The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value.


Revenue RecognitionEquity-Based Compensation


The Company recognizes revenue from its technology licensing and commercialization activities in accordance with paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.


The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer and accepted by the customer as completed, and (iii) collectability is reasonably assured.


Stock-Based Compensation


The Company measures stock-basedequity-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures which are recognized as they occur, over the vesting or service period, as applicable, of the stock award using the straight-line method. When our common stock is thinly traded, we have made estimates

The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions:

Schedule of the fair value of the common stock based not only on market prices but other factors such as financial condition and results of operations.Measured Stock - Based Compensation

  For Years Ending December 31, 
  2021  2020 
       
Expected term  -   1.38 years 
Exercise price $-  $0.15 
Expected volatility  -  $23,110
Expected dividends  -   NaN 
Risk-free interest rate  -   0.14%
Forfeitures  -   None 

24


Income Taxes


The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards.carry-forward. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.


The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to



22



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate.


Net Income (Loss)Loss per Share


Basic net income (loss)loss per share is calculated based on the net income (loss)loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss)loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive. For

Research and Development

Costs relating to the yeardevelopment of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $0 and $3,283 for the years ended December 31, 20142021, and 2020, respectively, and are included in operating expenses in the Company did not have dilutive securities.  For the year ended December 31, 2015, the Company had 1,051,781consolidated statements of weighted-average common shares relating to the convertible debt, under the if-converted method, however, these shares are not dilutive because the Company recorded a loss during the fiscal year.operations.

Reclassifications


Certain reclassifications have been made to the 2014 financial statements in order for them to conform to the 2015 presentation.  Such reclassifications have no impact on the Company’s financial position or results of operations.


Fair Value of Financial Instruments


Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

The Company'sCompany’s balance sheet contains derivative and warrant liabilitiesliability that areis recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:


Level 1: uses quoted market prices in active markets for identical assets or liabilities.


Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: uses unobservable inputs that are not corroborated by market data.

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.


25

The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of December 31, 2021, and 2020:

Schedule of Balances of Liabilities Measured at Fair Value

  Fair Value Measurements at December 31, 2021 Using 
  Quoted Prices in
Active
Markets for
  Significant
Other
  Significant    
  Identical
Assets
  Observable
Inputs
  Unobservable
Inputs
    
  (Level 1)  (Level 2)  (Level 3)  Total 
             
Derivative liability $-  $-  $3,442,297  $3,442,297 
Total $-  $-  $3,442,297  $3,442,297 

  Fair Value Measurements at December 31, 2020 Using 
  Quoted Prices in
Active
Markets
for
  Significant
Other
  Significant    
  Identical
Assets
  Observable
Inputs
  Unobservable
Inputs
    
  (Level 1)  (Level 2)  (Level 3)  Total 
             
Derivative liability $-  $-  $4,202,597  $4,202,597 
Total $-  $-  $4,202,597  $4,202,597 

The following table presents changes inof the liabilities with significant unobservable inputs (Level 3) for the yearyears ended December 31, 2015:2021, and 2020:




23



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


 

 

Fair Value Measurements Using

 

 

 

Quoted Prices in

 

 

Significant

 

 

Significant

 

 

 

 

 

 

Active Markets for

 

 

Other Observable

 

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total

As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

   Derivative liability

 

$

-

 

$

-

 

$

1,970,241

 

$

1,970,241

Total

 

$

-

 

$

-

 

$

1,970,241

 

$

1,970,241


The following table presents changesSchedule of Changes in the liabilitiesLiabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2015:Significant Unobservable Inputs

  Derivative 
  Liability 
Balance December 31, 2019 $10,599,690 
     
Issuance of convertible debt  1,244,898 
Settlements by debt extinguishment  (1,857,356)
Extinguishment following note exchange  (177,422)
Change in estimated fair value  (5,607,213)
     
Balance December 31, 2020 $4,202,597 
     
Issuance of convertible debt  - 
Settlement by debt Extinguishment  (133,386)
Settlements by debt conversion  (585,857)
Change in estimated fair value  (41,057)
     
Balance December 31, 2021 $3,442,297 


Derivative

Liability

Balance December 31, 2014

$

  Issuance of convertible debt

1,345,108 

  Settlements by debt extinguishment

(480,056)

  Change in estimated fair value

1,105,189 

Balance December 31, 2015

$

1,970,241 


Derivative Liability

The Company issued ten Variable Debentures during the yearyears ended December 31, 2015,2021, and 2020, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions:


Schedule of Variable Debentures Black-Scholes Valuation Assumptions

  For Years Ending December 31, 

 

For Year Ending December 31,

  2021  2020 

 

2015

 

2014

   

Expected term

 

9 months - 3 years

 

None

 1-4 months 1 -6 months 

Exercise price

 

$0.03-$0.52

 

None

 $0.01-$0.03 $0.01-$0.76 

Expected volatility

 

159%-245%

 

None

 177%-206% 110%-249% 

Expected dividends

 

None

 

None

 NaN NaN 

Risk-free interest rate

 

0.25%-0.71%

 

None

 0.06%-0.39% 0.03%-1.54% 

Forfeitures

 

None

 

None

 None None 


26

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.




24



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.


Preferred Stock

The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method.

Recent Accounting Standard Updates


In August 2014,2020, the FASB issued FASB ASU2014-15, Presentation of Financial Statements—Going ConcernASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 205-40)470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Disclosure of Uncertainties aboutAccounting for Convertible Instruments and Contracts in an Entity’s AbilityOwn Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to Continue as a Going Concern. FASB ASU 2014-15 changesbe subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the disclosurehost contract, that meet the definition of uncertainties abouta derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s abilityown equity to continuereduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not result in a material impact on the Company’s consolidated results of operations, financial position, and cash flows.

27

Note 2 - Revenue Recognition

Contracts with Customers

We have adopted ASC 606, Revenue from Contracts with Customers effective January 1, 2018, using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018. These standards provide guidance on recognizing revenue, including a going concern. These changes require an entity’s managementfive-step model to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubtdetermine when revenue recognition is defined as an indication that it is probableappropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time, we have an unconditional right to receive payment. Our sales and sale prices are final and our prices are not affected by contingent events that could impact the transaction price.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.

During the year ended December 31, 2021, and 2020, we recognized gross revenue of $73,105 and $165,796, respectively, from products we sold as a principal in the transaction.

Sources of Revenue

We have identified the following revenues disaggregated by revenue source:

1.Plastic Surgeons
2.Wound Care Facilities
3.Hospitals
4.Other Physicians

As of December 31, 2021, and 2020, the sources of revenue were as follows:

Schedule of Source of Revenue

       
  Year Ended 
  December 31, 
  2021  2020 
       
Direct sales- Plastic surgeons, gross  73,105   165,796 
Total sources of revenue $73,105  $165,796 

Warranty

Our general product warranties do not extend beyond an assurance that the product delivered will be unableconsistent with stated specifications and do not include separate performance obligations.

28

Significant Judgments in the Application of the Guidance in ASC 606

There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to meet itsthe customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations as they become due within one yearare also generally settled quickly after the date that financial statements are issued. If management has concluded that substantial doubt exists, thenpurchase order acceptance, therefore the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluationvalue of the significance of those conditions or events in relation to the entity’s ability to meet itsunsatisfied performance obligations (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management is evaluating the impact of the adoption of these changes will have on the consolidated financial statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annualany reporting period is generally immaterial.

We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and interim period thereinprompt pay discounts. We use historical information along with an analysis of the expected value to determine what, if any, impact there will be onproperly calculate and to consider the consolidated financial statements inneed to constrain estimates of variable consideration. Such amounts are included as a given reporting period.


In April 2015,reduction to revenue from the FASB issued ASU No 2015-3, Simplifying the Presentationsale of Debt Issuance Costs. This update changes the presentation of debt issuance costsproducts in the balance sheet. ASU 2015-03 requires debt issuance costsperiods in which the related revenue is recognized and adjusted in future periods as necessary.

Practical Expedients

Our payment terms for sales direct to distributors, End Users, Hospitals and Doctors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists.

Effective Date and Transition Disclosures

Adoption of the new standards related to a recognized debt obligation to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”. This ASU clarified guidance in ASC 2015-03 stating that the SEC staff wouldrevenue recognition did not object to a company presenting debt issuance costs related to a line-of-credit arrangement on the balance sheet as a deferred asset, regardless of whether there were any outstanding borrowings at period-end. This update is effective for annual and interim periods beginning after December 15, 2015, which will require us to adopt these provisions in the first quarter of 2016. This update will be applied on a retrospective basis, wherein the balance sheet of each period presented will be adjusted to reflect the effects of applying the new guidance. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.





25



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


In November 2015, the FASB issued ASU No 2015-17, Income Taxes (Topic 740). The amendments in ASU 2015-17 change the requirements for the classification of deferred taxes on the balance sheet. Currently, GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has early adopted this pronouncement for the fiscal reporting period ended December 31, 2015, and has reclassified the presentation of deferred income taxes in the prior period to conform with the current year classification in the consolidated balance sheets. As a result of the Company having recognized a valuation reserve for the entire deferred tax liability balance at December 31, 2014 and 2015, there is no impact of the presentation of deferred income taxes in our financial statements.


In January 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update intends to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is evaluating the impact of the adoption of these changes will have on the consolidated financial statements.


In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.


Note 2 - License Agreements


CPAIR, Inc.


Effective November 11, 2011, IPR entered into an Exclusive License Agreement with CPAIR, Inc. (“CPaiR”) to acquire the rights to market and distribute certain intellectual property on a worldwide basis except for the United States.  The terms of the license agreement shall be for the greater of the life of the provisional patents, for the technology, or twenty-one years.  The term shall automatically renew for an additional one year term unless either party notifies the other that it does not desire to renew the license agreement ninety days before the then-current term of the license agreement expires.  Under the Exclusive License Agreement, if IPR enters into a sublicense agreement, IPR is required to pay CPaiR 20% of royalties received by IPR. If IPR elects to distribute the product, without sublicenses, then CPaiR receives 10% of gross revenues. Also, IPR is required to pay to CPaiR 20% of any upfront license fee actually received by IPR in connection with the CPaiR intellectual property and 20% of the quarterly revenue actually received by IPR in connection with such intellectual property.  If IPR does not pay a minimum of $1,000,000 to CPaiR within a period of three years from the Effective date, the license agreement will terminate. IPR has the right to pay the difference between the amounts paid by IPR and the minimum payment of $1,000,000. Under the terms of the agreement, IPR was not required to pay an upfront license fee.


American Cryostem Corp.


Effective January 27, 2012, IPR entered into a License Agreement with American Cryostem Corp. ("ACSC") to acquire the rights to and to distribute certain intellectual property in China and Brazil. The term of the License Agreement shall be for one year.  The term shall automatically renew for an additional one-year term unless



26



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


either party notifies the other that it does not desire to renew the License Agreement. Under the License Agreement, any distributer or sub-licensee, engaged by IPR, must pay 25% of its quarterly gross revenue which shall be split 50/50 between IPR and ACSC. In the event that IPR receives any upfront license fee from a sub-licensee, IPR is required to pay to ACSC 50% of that upfront license fee. Under the terms of the agreement, IPR was not required to pay an upfront license fee.


Note 3 - 3- Property and Equipment


The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 20152021, and 2014:2020:


Summary of Property, Plant and Equipment

 2021 2020 
 As of December 31, 

 

 

As of December 31,

 2021 2020 

 

 

2015

 

 

2014

     

Autos

 

$

64,458

 

$

64,458

 $-  $64,458 

Medical equipment

 

 

5,000

 

 

5,000

  -   13,969 

Other equipment

 

 

8,774

 

 

4,945

  -   11,367 

 

 

78,232

 

 

74,403

Property plant and equipment gross  -   89,794 

Less accumulated depreciation

 

 

46,575

 

 

31,802

  -   88,214 

 

$

31,657

 

$

42,601

Property plant and equipment net $-  $1,580 


Depreciation expense for the years ended December 31, 20152021, and 20142020 was $14,773$1,580, and $15,737,$4,335, respectively. Repairs

Note 4 – Patents

In December 2017, we acquired from RGN a patent portfolio for $4,500,000. The earliest patent expires in 2024.

The following is a summary of patents less accumulated amortization at December 31, 2021, and maintenance are charged2020:

Schedule of Patents

  2021  2020 
  December 31, 
  2021  2020 
       
Patents $4,500,000  $4,500,000 
         
Less accumulated amortization  2,587,644   1,940,732 
         
Patents net $1,912,356  $2,559,268 

29

Amortization expense for the years ended December 31, 2021, and 2020, was $646,912.

The estimated future amortization expense related to expensepatents as incurred while improvements are capitalized. Uponof December 31, 2021, is as follows:

Schedule of Estimated Future Amortization Expense

Year Ended December 31. Amount 
    
2022 $646,910 
2023  646,910 
2024  618,536 
Total $1,912,356 

Note 5 - Notes payable

Notes Payable

During the sale, retirement or disposalyear ended December 31, 2021, the Company issued eight (8) fixed rate promissory notes totaling $950,000 for funding of fixed assets, the accounts are relieved$950,000 with original terms of twelve months and interest rates of 15%. The holders of the costpromissory notes can convert the outstanding unpaid principal and accrued interest at a fixed conversion rate, subject to standard anti-dilution features. As of December 31, 2021, the related accumulated depreciationfixed-rate notes had an outstanding balance of $1,735,000, of which $785,000 are past maturity. As of December 31, 2020, the fixed-rate notes had an outstanding balance of $895,747, of which $25,000 were past maturity. As of December 31, 2021, the Company has 13 fixed rate promissory notes with any gain orunrelated parties for total amount of $1,735,000. Nine of these fixed rates promissory notes for total balance of $1,000,000 carry a make whole provision requiring the Company to issue additional shares of its common stock if the underlying investor is not able to realize a profit of 15% against the conversion price of such shares after customary and reasonable expenses.

During the year ended December 31, 2021, the Company amended the terms of two of its promissory notes to accelerate the conversion feature and amend the conversion price of the instruments. The Company recorded the modification in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $58,407 as loss recorded tofrom debt extinguishment in the consolidated statements of operations.


Note 4 - During the year ended December 31, 2021, the Company settled one of its promissory notes by issuing 1,515,152 restricted shares of the Company’s common stock with a fifteen percent (15%) make-whole provision. The Company recorded a gain on debt extinguishment of approximately $128,000.

During the year ended December 31, 2021, the Company converted $393,597 in principal and $100,152 in accrued but unpaid interest into 27,461,307 shares of common stock.

The gross amount of all convertible notes with variable conversion rates outstanding as of December 31, 2021, is $4,770,926, of which $4,770,926 are past maturity.

Notes payable to a former related party in the aggregate amount of $126,100 was outstanding at December 31, 2021, which are past maturity date. The notes bear interest between 10% and Long Term Loan12% per annum. During the year ended December 31, 2021, the Company paid total principal of $16,900 to this former related party.


Notes Payable


In October 2013, July 2014, October 2014 and August 2015, the Company initiated a series of private placementplacements for up to $500,000$500,000, each, of financing by the issuance of notes payable at a minimum of $25,000,$25,000, one unit. The notes bear interest at 10%10% per annum and arewere due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 125,000 shares of its common stock for each unit. In July 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance.  Also, the Company agreed to issue 50,000 shares of its common stock for each unit. In October 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance.  Also, the Company agreed to issue 50,000 shares of its common stock for each unit.  In August 2015, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance.  Also, the Company agreed to issue 100,000 shares of its common stock for each unit.  At issuance of each private placement note payable agreement, the Company records a discount at the greater of the principal balance of the note payable or the fair value of the common stock issued in connection with the note. The discount is amortized over the life of each note, one year. During the yearyears ended December 31, 2015,2021, and 2020, the Company has issued promissorydid not issue notes for an aggregate principal of approximately $615,000 underin connection with these private placements and recorded discounts amounting to $223,551 in connection with these. During the year ended December 31, 2014, the Company issued promissory notes for an aggregate principaldid not repay any of approximately $753,000, and recorded discounts amounting to $6,976 in connection with these.these notes. As of December 31, 2015,2021, and 2020, notes payable outstanding under these private placements are $1,688,750.$624,903, all of which are past maturity.



27



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


As of December 31, 2015, the Company had notes payable to related parties amounting to$245,000. Refer to Note 6 – Related Party Transactions.


During the year ended December 31, 2015,2020, the Company issued ten Convertible Debentures (“Variable Debentures”)nine fixed rate promissory notes totaling $1,485,000 for $521,250funding of $608,117 with original terms of 9two to twelve months to three years and interest rates ranging from 0%of 8% to 10%15%. If the notes are not paid at maturity, the fixed rate promissory notes bear a default interest of 10% to 24%. As of December 31, 2020, five of the nine newly issued promissory notes became variable rate notes, which containtriggered the recognition of $301,727 new derivative liability for the embedded conversion feature.

30

During the year ended December 31, 2020, the Company converted seven (7) previous fixed rate notes into variable rate notes (including the five newly issued fixed rate promissory notes) in an accumulated amount of $1,136,000 as a result of the notes not being paid at maturity and, therefore, triggering a conversion rates with a discountoption for the noteholder. For four of ranging from 40% to 53%the variable rate notes, the conversion rate is between 70% and 75% of the Company’s common stock based on the terms included in the Variable Debentures.  The Variable Debentures contain prepayment options which enablevariable rate notes. For three of the variable rate notes, the conversion rate is 100% of the Company’s common stock based on the terms included in the variable rate notes. As of December 31, 2020, the Company to prepayexchanged one of the variable notes with $316,494 unamortized principal and accrued interest into one fixed rate promissory notes for periods$525,000 due in twelve months from issuance date and convertible upon an event of 0-180 days subsequent to issuance at premiums ranging from 120% to145%.default. The Company recorded a derivative liabilitythe exchange in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $151,496 as gain from debt extinguishment in the condensed consolidated statements of operations.

On May 20, 2020, the Company entered into modification and forbearance agreements (the “agreements”) with three investors as a resultcondition for the execution of the equity line purchase agreement (see note 6), collectively totaling $4,397,000 in principal and approximately $1,080,000 in accrued interest. As long as the Equity Line Purchase Agreement is in effect and its terms are being complied with, the terms of the forbearance agreements include the extension of the maturity date, elimination of the conversion feature. The derivative liability was allocated between a note discount, upfeature attached to the valuehybrid instrument and a 12.5% premium for future cash redemption.

On July 16, 2020, the Securities and Exchange Commission declared effective the registration statement on Form S-1, for the registration of the Variable Debenture,shares under the Equity Line Purchase Agreements, which was filed on June 23, 2020, and interest expenseamended on July 10, 2020. Management reviewed the guidance per ASC 470-60 Troubled debt restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the terms of the agreements were not substantially different as of December 31, 2020, accounted for the excess,transaction as a debt modification.

Notes payable to a former related party in the aggregate amount of $143,000 were outstanding at December 31, 2020 which are past maturity date. The notes bear interest between 10% and the note discount is being amortized over the life of the Variable Debenture.12% per annum. During the year ended December 31, 2015,2020, the Company recorded $459,071 in discounts on these Variable Debentures. paid $22,000 principal to this former related party.

As of December 31, 2015, eight of these Variable Debentures are outstanding, with a gross amount of $383,250.


During July 2015,2021, the Company entered into a settlement agreement with the holderhad notes payable to related parties amounting to $126,100. Refer to Note 7– Related Party Transactions.

Schedule of a $100,000 Variable Debenture wherein the Note was exchanged for 900,000 shares of common stock, with the restriction that the shares may be sold from time to time at various prices of $0.60 and above. During December 2015, the Company entered into a settlement agreement with the holder of a $38,000 Variable Debenture wherein the Company repaid in full the Note balance with a cash payment of $56,590. In accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company recognized a $127,674 net loss on extinguishment of debt in connection with these settlement agreements.Notes Payable

  2021  2020 
  As of December 31, 
  2021  2020 
       
Notes payable at beginning of period $6,835,196  $6,874,795 
Notes payable issued  950,000   1,364,611 
Liquidated damages  -   452,095 
Notes modification  -   25,190 
Loan fees added to note payable  -   120,389 
Settlements on note payable  (117,770)  (697,253)
Repayments of notes payable in cash  (16,900)  (22,000)
Less amounts converted to stock  (393,596)  (1,282,631)
Notes payable at end of period  7,256,930   6,835,196 
Less debt discount  (75,800)  (201,157)
 $7,181,130  $6,634,039 
         
Notes payable issued to former related party $126,100  $143,000 
Notes payable issued to non-related party $7,055,030  $6,491,039 

31


 

 

 

As of  December 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

Notes payable at beginning of period

 

$

1,377,416 

 

$

710,072 

Notes payable issued

 

 

1,186,250 

 

 

935,500 

Repayments of notes payable in cash

 

 

(138,000)

 

 

Less amounts converted to stock

 

 

(491,915)

 

 

(268,156)

Notes payable at end of period

 

 

1,933,751 

 

 

1,377,416 

Less debt discount

 

 

(415,974)

 

 

(2,391)

 

 

$

1,517,777 

 

$

1,375,025 

 

 

 

 

 

 

 

Notes payable issued to related parties

 

$

245,000 

 

$

291,000 

Notes payable issued to non-related parties

 

$

1,272,777 

 

$

1,084,025 



The maturity dates on the notes payable are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Related

 

 

 

 

Twelve months ending,

 

Non-related parties

 

parties

 

Total

 

December 31, 2016

 

$

1,583,751

 

$

245,000

 

$

1,828,751

 

December 31, 2017

 

$

55,000

 

$

-

 

$

55,000

 

December 31, 2018

 

$

50,000

 

$

-

 

$

50,000

 

Total

 

$

1,688,751

 

$

245,000

 

$

1,933,751




28



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


Long Term Loan


The Company has financed the purchase of an automobile.  The maturity dates on the loannotes payable are as follows:


Schedule of Maturity Dates of Notes Payable

Maturity dates of long term debt

 

 

 

 

 

 

 

 

 

Twelve months ending,

 

 

 

 

December 31, 2016

 

$

12,031

 

December 31, 2017

 

$

12,395

 

December 31, 2018

 

$

4,221

 

 

 

$

28,647

 

Current portion

 

$

12,031

 

Long term portion

 

$

16,616

Twelve months ending, Non-related parties  Former
Related
party
  Total 
Past due $6,180,830  $126,100  $6,306,930 
December 31, 2022  950,000   -   950,000 
Total $7,130,830  $126,100  $7,256,930 


Notes payable totaling $2,110,450 are secured by the intellectual property acquired from RGN including patents obtained in the acquisition.

Acquisition Payable

In connection with the Company’s acquisition of IPR in 2012, IPR recorded a $155,000$155,000 long-term acquisition payable for costs that were not paid at closing. TheseThis payable is non-interest bearing and IPR agreed to make payments up to 25%25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.


Effective Interest Rate

During the year ended December 31, 20152021, the Company issued 2,505,834 as extinguishment for $75,175 in principal and 2014,interest.

Effective Interest Rate

During the year ended December 31, 2021, and 2020, the Company’s effective interest rate was 95%12% and 11%,37% respectively.


Note 56 - Shareholders’ Deficit


Reverse SpiltPreferred Stock


On April 28, 2014, we concluded the process of changing our corporate name to Endonovo Therapeutics, Inc. and began trading under the symbol ENDV.  The Company enacted a reverse stock split effective May 15, 2014.  All share and per share numbers in this report have been adjusted for the reverse stock split.


Common Stock


The Company has entered into consulting agreements with various consultants for service to be provided to the Company. The agreements stipulate a monthly fee and a certain number of shares that the consultant vests in over the term of the contract. The consultant is issued a prorated number ofauthorized 5,000,000 shares of commonpreferred stock at the beginning of the contract, which the consultant earns over a three-month period. At the anniversary of each quarter, the consultant is issued a new allotment of common stock. In accordance with ASC 505-50 – Equity-Based Payment to

non-Employees, the common stock shares issued to the consultant are valued upon their vesting, with interim estimates of value as appropriate during the vesting period.


During 2014 and the six months ended June 30, 2015, the Company revalued the shares based on low trading volume to $0.001.  The fair value of stock issued for services and as for non-cash consideration starting on July 1, 2015 was based on the market price of the stock on the date of grant since significant trading started at that time.


During the year ended December 31, 2015, the Company granted 6,519,286 shares for services performed by consultants and recorded expense of $728,750.




29



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


During the year ended December 31, 2015, the Company issued 1,855,000 shares of common stock to the purchasers of notes.  The share issuance was valued at $223,551.  The fair value of stock issued to the purchasers of notes starting on July 1, 2015 was based on the market price of the stock on the date of grant since significant trading started at that time.


During the year ended December 31, 2015, the Company issued 800,000 shares of its common stock at a fair value of $61,750 on the extension of notes payable.  The fair value of stock issued on the extension of notes starting on July 1, 2015 was based on the market price of the stock on the date of grant since significant trading started at that time.


In addition, during the year ended December 31, 2015, the Company issued 13,450,592 shares of common stock on the conversion of notes in an amount of $491,915 and accrued interest of $52,623.


The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable amount of shares of common stock for when the holder of the Variable Debenture converts.  As of December 31, 2015, the Company has reserved 7,527,853 of common shares related to the outstanding debentures.


On January 15, 2015 the Company entered into an Equity Purchase Agreement (the “EPA” with Kodiak Capital Group. LLC (“KCG”) and, pursuant thereto caused a registration statement on Form S-1 to become effective under the Securities Act of 1933, as amended.  To date the Company issued 2,000,000 shares of common stock to KCG and has received $81,738 in connection with KCG’s sale of  approximately 98,750 shares of common stock under the EPA.  The Company has demanded (among other things) (i) an accounting of shares sold by KCG under the EPA, (ii) a return of 1,901,250 shares that KCG holds against possible future put notices to its transfer agent for cancellation as the Company does not anticipate future put notices; and (iii) return of the 215,000 shares KCG received as a commitment fee for the EPA.  As of the date of this filing, KCG has not complied with any of these demands and has twice improperly sought to remove all transfer restrictions from the 215,000 shares, which have a minimum selling pricebeen designated as follows:

Schedule of $0.50 per share until June 30, 2016.  KCG has sent written communications to the Company regarding the mechanisms and procedures for returning the 1,901,250 shares, but has not followed through.Preferred Stock

  Number of Shares
Authorized
  Number of Shares
Outstanding at
December 31,
2021
  Par Value  Liquidation Value
per Share
 
Series AA  1,000,000   25,000  $0.0010   - 
Preferred Series B  50,000   600  $0.0001   100 
Preferred Series C  8,000   738  $0.0001   1,000 
Preferred Series D  20,000   305  $0.0001   1,000 
Undesignated  3,922,000   -   -   - 


As of December 31, 2014, the total stock awards granted were 15,292,574 shares with 3,253,264 shares vested and issued, 376,324 forfeited with the 11,662,986 shares unvested. The total expense recorded for the year ended December 31, 2014 was $2,991.  


During the year ended December 31, 2014, the Company issued an additional 26,064,490 shares of its common stock at a fair value of $26,064 for services rendered.


During the year ended December 31, 2014, the Company had the following share issuances of its common stock at a current market value of $0.001 per share:


·  Sold 1,362,803 shares of its common stock for total consideration of $1,570. The Company has recorded the purchase price as a stock subscription receivable, which has been classified as stockholders equity as the Company has not received the consideration as of the issuance of these financial statements.

·  Converted $5,036 of its accounts payable into 5,036,453 shares of its common stock.

·  Converted $38,794 of accrued compensation into 38,793,547 shares of its common stock


Series AA Preferred Shares


On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000)(1,000,000) shares of a new series of preferred stock, par value $0.0001$0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.



30



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.Company. As of December 31, 2015,2021, and 2020, there were 1,000and 25,000 shares of Series AA Preferred stock outstanding.


32

Series B Convertible Preferred Stock

On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by 75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of 150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. There has been no activity during the year ended December 31, 2021, and 2020. As of December 31, 2021, and 2020, there are 600 shares of Series B outstanding.

Series C Secured Redeemable Preferred Stock

On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $20.00 quarterly dividend commencing March 31, 2018, and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The Series C preferred does not have any rights to vote with the common stock. Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B.

Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings and ASC 470-50 Debt Modifications and Extinguishments and concluded that the changes to the terms of the Series C qualified for debt extinguishment and recorded a loss on debt extinguishment totaling approximately $604,000 for the year ended December 31, 2020.

Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of December 31, 2021, and 2020.

During the year ended December 31, 2021, and 2020, the Company converted 25 and 1,051 shares of Series C into 1,111,111 and 2,754,822 shares of common stock, respectively. As of December 31, 2021, and 2020, there were 738 and 763 shares of Series C outstanding, respectively.

Series D Convertible Preferred Stock

On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock.

The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders.

33

During the years ended December 31, 2021, and 2020, 0 and 50 shares of Series D have been issued, respectively. As of December 31, 2021, and 2020, there are 305 shares of Series D outstanding.

Common Stock

Equity Purchase Line Agreement

On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 (the “Commitment”) worth of the Company’s common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the investor pursuant to the ELPA.

The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($500,000 and 3,859,630 shares) based on the market price of the shares at the execution of the ELPA to be delivered in three tranches of 385,963 shares on: (i) the execution of the ELPA; (ii) thirty days after the effectiveness of the registration statement to be filed under the RRA (the “registration right agreement” or the “registration statement”), and (iii) 90 trading days after the effectiveness of the registration statement with the balance of the commitment shares to be issued pro-rata over the first $3,000,000 of puts in accordance with a formula set forth in the ELPA.

The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share.

Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA.

The ELPA requires the Company to apply at least 50% of the proceeds of puts to the payment of certain variable rate convertible notes issued by the Company. The Company does not anticipate that it will raise any funds under the ELPA.

During the years ended December 31, 2021, and 2020, pursuant to the execution of the ELPA, the Company issued 0 and 771,926 shares of common stock with a fair value of $97,920. No funds were raised under the ELPA during the years ended December 31, 2021, and 2020. The Company does not anticipate that it will raise any funds under the ELPA.

Activity during the year ended December 31, 2021:

During the year ended December 31, 2021, the Company issued 27,461,307 shares of common stock for the conversion of principal notes and accrued interest for aggregate fair value of issued common stock of $1,117,990.

During the year ended December 31, 2021, the Company issued 7,868,668 shares of common stock labeled as commitment shares in connection with the issuance of promissory notes for a total fair value of approximately $223,000.

During the year ended December 31, 2021, the Company issued 7,000,000 shares of common stock pursuant to securities purchase agreement for total consideration of $126,000.

34

During the year ended December 31, 2021, the Company issued 1,111,111 shares of common stock with a value of $33,333, related to the conversion of Series C.

During the year ended December 31, 2021, the Company issued 4,020,986 shares of common stock with a value of $142,424, related to the settlement of debts, of which 2,505,834 shares of common stock were issued with a fair value of $84,697 to a former related party.

During the year ended December 31, 2021, the Company issued 2,500,000 shares of common stock in connection with the consulting agreement, with a fair value of approximately $95,000.

Activity during the year ended December 31, 2020:

During the year ended December 31, 2020, the Company issued 14,557,343 shares of common stock for the conversion of notes and accrued interest for aggregate fair value of issued common stock of $3,339,109.

During the year ended December 31, 2020, the Company issued 1,206,398 shares of common stock with a value of $109,800 related to services.

During the year ended December 31, 2020, the Company issued 1,234,568 shares of common stock in exchange for $100,000 cash pursuant to Securities Purchase Agreements.

During the year ended December 31, 2020, the Company issued 1,500,000 shares of common stock for total value of $165,000 in exchange for 34,690 stock options regarding the ambiguity of price adjustment in the event of a reverse split that the Company completed on December 20, 2019.

During the year ended December 31, 2020, the Company issued 58,428 shares of common stock to Series C with a value of $8,152 to induce the holders to convert into shares of common stock.

During the year ended December 31, 2020, the Company issued 2,754,822 shares of common stock with a value of $1,400,934, related to the conversion of Series C.

During the year ended December 31, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of $55,000. The recorded of this transaction resulted in a loss on debt extinguishment of $55,000 per ASC 470-60 Troubled Debt Restructurings.

During the year ended December 31, 2020, in connection with the issuance of a new self-amortization promissory note, the Company issued 355,000 restricted shares as inducement with a fair value of $24,140.

During the year ended December 31, 2020, the Company issued 409,000 shares with a value of $58,855 to one investor to exchange one variable convertible note with remaining principal of $283,000 past maturity for a fix rate convertible note with principal of $525,000 and maturing one year from issuance. The Company recorded a loss on debt extinguishment of $151,496 for the fair value of the shares issued in accordance with guidance in ASC 470-50 Debt- Modifications and Extinguishments.

Stock Options

The Company did not issue any stock options during the year ended December 31, 2021. The Company cancelled 2,500,350 stock options during the year ended December 31, 2021.

During the year ended December 31, 2020, the Company granted stock options to independent contractor exercisable into up to 3,000,000 shares of common stock with an exercise price of $ 0.15 per share and expiration date of 2 years from the vesting date. The options shall vest in twelve equal quarterly instalments so long as the contractor remains under retention by the Company to provide service. The stock options will vest in twelve equal instalments of 250,000 shares. These options were valued at approximately $245,900 using the Black Scholes option pricing model. The Company cancelled 2,500,000 of these stock options since the contract terminated on January 1, 2021.

35

Share-based compensation expense for the years ended December 31, 2021, and 2020, totaled $0 and $57,400, respectively.

The weighted average grant date fair value of stock options issued during the year ended December 31, 2020, was $0.08 per share. The Company did not issue any stock options during the year ended December 31, 2021.

Stock option activities for the years ended December 31, 2021, and 2020, are as follows:

Schedule of Stock Options Outstanding

  Options  Weighted
Average
Exercise Price
Per Share
  Weighted
Average
Remaining
Contractual
Term (years)
  Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2019  99,833  $27.81   2.02  $         - 
Granted  3,000,000  $0.15   1.65   - 
Cancelled  (85,753) $23.53   0.68   - 
Exercised  -  $-   -   - 
Outstanding at December 31, 2020  3,014,080  $0.37   1.67  $- 
                 
Granted  -  $-   -   - 
Cancelled  (2,500,350) $0.16   0.65   - 
Exercised  -  $-         
Outstanding at December 31, 2021  513,730  $1.43   0.76  $- 
                 
Exercisable at December 31, 2021  513,730  $1.43   0.76  $- 

The balance of all stock options outstanding as of December 31, 2021, is as follows:

Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range

  Outstanding  Exercisable 
     Weighted          
     Average  Weighted     Weighted 
Range of    Remaining  Average     Average 
Exercise Number  Contractual  Exercise  Number  Exercise 
Prices Outstanding  Life  Price  Exercisable  Price 
                
 Options                    
$54.00  11,750   5.30  $54.00   11,750  $54.00 
$11.60  1,980   0.75  $11.60   1,980  $11.60 
$0.15  500,000   0.65  $0.15   500,000  $0.15 
    513,730   0.76  $1.43   513,730  $1.43 

Warrants

During the years ended December 31, 2021, and 2020, the Company did not issue any warrants.

36

A summary of the status of the warrants at December 31, 2021, and changes during the years ended December 31, 2021, and 2020, are presented below:

Schedule of Warrants Outstanding

  Outstanding Warrants 
     Weighted
Average
 
     Exercise Price 
  Shares  Per Share 
Outstanding at December 31, 2019  73,486  $306.28 
Granted  -  $- 
Cancelled  (33,920) $404.55 
Exercised  (271) $44.35 
Outstanding at December 31, 2020  39,295  $200.72 
         
Granted  -  $- 
Cancelled  (17,095) $384.39 
Exercised  -  $- 
Outstanding at December 31, 2021  22,200  $59.25 
         
Exercisable at December 31, 2021  22,200  $59.25 

Schedule of Warrants Exercise Price Range

  Outstanding  Exercisable 
     Weighted          
     Average  Weighted     Weighted 
Range of    Remaining  Average     Average 
Exercise Number  Contractual  Exercise  Number  Exercise 
Prices Outstanding  Life  Price  Exercisable  Price 
                
 Warrants                    
                      
$14.50-50.00  10,326   0.35  $32.64   10,326  $32.64 
$51.00-100.00  10,595   0.29  $77.47   10,595  $77.47 
$101.25-239.00  1,203   0.30  $114,19   1,203  $114.19 
$266.88  76   0.30  $266.88   76  $266.88 
    22,200   0.32  $59.25   22,200  $59.25 

Note 67Related Party and former Related Parties Transactions


One executive officer, one former executive and one former operational manager of the Company have agreed to defer a portion of their compensation until cash flow improves. As of December 31, 2021, and 2020, the balances of their deferred compensation were $1,289,625 and $1,240,575, which reflects $300,000 accrual of deferred compensation and $250,950 cash repayments of deferred compensation during the year ended December 31, 2021, and $535,000 accrual of deferred compensation, $192,900 cash repayments during the year ended December 31, 2020.

From time-to-time officers of the Company advance monies to the Company to cover costs. During the yearyears ended December 31, 2015,2021, and 2020, officers and operational manager advanced $100,755$13,530 and $30,074 of funds to the Company of which $100,950$13,405 and $23,545 were repaid during the year. years then ended. The Company also repaid $6,529 of accounts payable due to the Company’s Chief Executive Officer during the year ended December 31, 2021.

The balance of short-term advances due to two officersone officer and executivesexecutive of the Company at December 31, 20152021, and 2020 was $125 and $6,529, respectively and is $3,605.

Duringincluded in the year endedCompany’s accounts payable balance as of December 31, 2015, an officer2021.

At December 31, 2021 and executive2020, notes payable remain outstanding to the former President of the Company, entered into a note payable agreement for $50,000,in the amounts of $126,100 and the principal and interest of a $96,000 note payable to another related party was converted into 350,000 shares of common stock. During the year ended$143,000, respectively. At December 31, 2014, officers2021 and executives of the Company entered into note payable agreements amounting to $195,000. The balance of2020, accrued interest on these notes payable from two officerstotaled $67,787 and executives of$54,271, respectively, and are included in accrued interest on the Company at December 31, 2015 is $245,000.consolidated balance sheets.

37

Note 78 - Income taxes


The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is subject to income tax examinations by state tax authorities and federal tax authorities for all tax years.

The deferred tax assets are mainly comprised of net loss carryforwards. As of December 31, 2015,2021, and 2020, the Company had approximately $5,006,000 $29,900,000 and $26,900,000 of federal net operating loss carryforwards, respectively, that it can use to offset a certain amount of taxable income in the future. TheseSome of these federal net operating loss carryforwards begin to expire through 2035.in 2030. The resulting deferred tax asset is offset by a 100%100% valuation allowance due to the uncertainty of its realization. Utilization of these net operating losses could be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state laws based on ownership changes and the value of the Company’s stock.


A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 20152021, and 2014:2020:


Schedule of Effective Income Tax Rate Reconciliation

 2021  2020 

 

2015

 

 

2014

 

Income tax computed at federal statutory tax rate

 

-34.0

%

 

-34.0

%

Income tax computed at federal statutory rate  -21.0%  -21.0%
State taxes, net of federal benefit  -7.0%  -7.1%
Non-Deductible expenses  1.0%  15.0%

Change in valuation allowance

 

39.8

%

 

39.8

%

  27.0%  13.1%

State taxes, net of federal benefit

 

-5.8

%

 

-5.8

%

Total

 

0.0

%

 

0.0

%

  0.0%  0.0%


The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before provision for income taxes relates to the change in the valuation allowance.


The Company has adopted the accounting standards that clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position, and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0$0 for the years ended December 31, 20152021, and 2014.2020.



31



Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)


Note 8 - Commitments and Contingencies


Legal matters


The Company may become involved in various legal proceedings in the normal course of business.


Note 9 - Commitments and Contingencies

Legal matters

We were defendants in a case entitled Auctus Fund, LLC v. Endonovo Therapeutics, Inc. et.al 20-cv-11286-PBS filed in the Federal District Court in Massachusetts in July 2020. The complaint sought damages related to a variable rate convertible note dated in August 2019 in the original amount of $275,250 and alleged various counts of State and Federal securities laws violations, breach of contract, fraud, consumer fraud and other claimed theories of damages while claiming damages in excess of $500,000, other unspecified damages and attorney fees. Auctus filed an amended complaint that was responded to by way of a motion to dismiss. On February 28, 2022, the Court granted our motion to dismiss, refused to extend supplemental jurisdiction over the State law claims and held that as a result of the dismissal, the Company’s counterclaims were moot. To date neither party has appealed the ruling. Due to the nature of our business, we may become active in litigation relating to the defense, or assertion of our patent rights or other corporate matters.

The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of December 31, 2021, the Company believes, after consultation with legal counsel, that the ultimate outcome of such legal proceedings, whether individually or in the aggregate, is not likely to have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Note 10 – Concentrations.

Sales

During the year ended December 31, 2021, we had two significant customers which accounted for 28% and 25% of sales.

During the year ended December 31, 2020, we had two significant customers which accounted for 36% and 20% of sales.

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Supplier

We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found.

Accounts Receivable

At December 31, 2021, and 2020, we had two customers which accounted for 67% and 33% of our accounts receivable balances.

Note 11 - Subsequent Events.Events.


Subsequent to December 31, 2015,2021, the Company prepared and filed an offering circular on Form 1-A with the Securities and Exchange Commission relating to an offering of up to $5,000,000 gross amount of the Company’s common stock.

Subsequent to December 31, 2021, an aggregate of 901,5043,700,000 shares of restricted common stock were issued as compensationon the conversion of $0 of principal and $74,000 of accrued interest pursuant to independent contractors.Variable Notes.


Subsequent to December 31, 2021, the Company issued 2,428,777 shares of common stock pursuant to a debt settlement agreement with existing convertible debt holder.

Subsequent to December 31, 2021, the Company executed two convertible notes for a total aggregate principal of $200,000, carrying coupon of 15%, with due date at the earlier of 30 days after qualification of Form 1-A or November and December 2022, convertible six months from issuance date at a fixed conversion rate. Pursuant to the executed share purchase agreements, the Company issued fully vested 1,400,000 commitment shares.

Subsequent to December 31, 2015,2021, the Company raised $302,500 in a Convertible Note with 300,000 warrants.


Subsequent to December 31, 2015, the Company raised $376,250 from 10 investors in Private Placements and issued 975,827 warrants.


Subsequent to December 31, 2015, the Company paid off $154,303 in Convertible Notes to convertible note holders.


Subsequent to December 31, 2015, the Company converted $225,000 in Notes Payable throughBoard of director approved the issuance of 876,150 of restricted67,500,000 shares of common stock and 876,150 warrants.for past services with estimated fair value of approximately $1.2 million.


As a result of these issuances, the total number of common shares outstanding is 108,026,664.149,527,538, Preferred B shares outstanding is 600, Preferred C shares outstanding is 763 and Preferred D shares outstanding is 305.




32



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.


None.


Item 9A. Controls and Procedures.


Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015.2021. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 20152021, at the reasonable assurance level due to the material weaknesses described below.


39

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.


A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 20152021, our disclosure controls and procedures were not effective at the reasonable assurance level:


1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2015.2021. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.


2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiationauthorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remains under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.




33



To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.


Evaluation of Disclosure Controls and Procedures


Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


Management'sManagement’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


·  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;issuer.


·  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the issuer; and


·  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


40

As of the end of our most recent fiscal year, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that as of December 31, 2015,2021, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.




34



The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets.assets; and (3) lack of communication between management and external accounting personnel. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2015.2021.


Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors, resultsresult in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


This annual report does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company'sCompany’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management'smanagement’s report in this annual report.


Management'sManagement’s Remediation Initiatives


In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: we will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiationauthorization of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Lastly, we will improve channels of communication between management and accounting through regularly scheduled monthly meetings. We anticipate the costs of implementing these remediation initiatives will be approximately $50,000 to $100,000 a year in increased salaries, legal and accounting expenses.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.


We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2016.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

41


Item 9B. Other Information.


On April 3, 2013, the Company filed an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.




35



The Company’s board of directors authorized the Series AA Super Voting Preferred Stock pursuant to the authority given to the board under the Articles of Incorporation, which authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.001 per share, and authorized the board, by resolution, to establish any or all of the unissued shares of preferred stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.


Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.


The summary of the rights, privileges and preferences of the Series AA Super Voting Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation as filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.



Past maturity Notes

Default on Notes

Due to its limited resources, the Company has not been able to pay certain promissory notes when due. TheseAs of December 31, 2021, there are $7,256,930 in existing notes are towith an aggregate principal of 33 persons and aggregate $532,000 in principal amount.$6,306,930 which are beyond their maturity date. Management believes that the Company may have valid defenses as to some of the promissory notes and will be able to modify some of these notes if requested by the holders to do so orand otherwise avoid any default.



PART III


Item 10. Directors, Executive Officers and Corporate Governance.


The following table sets forth the name and age of officersofficer and director as of March 29, 2016.director. Our Executive officers areofficer is elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.  


Name

Name

Age

Age

Position

Alan Collier

50

56

Director, Chief Executive Officer, Interim Chief
Financial Officer, and Secretary

Michael Mann

59

President



Biographies

Biographies


Alan Collier has been the Chief Executive Officer, Secretary, and a director of the Company Since March 2012. Mr. Collier has more than twenty (20) years of experience in finance, telecommunications, and consumer products. Over the progression of his career, he has specialized in the development and financing of early stage, high growth, and acquisitive companies (public and private). He has structured, participated in, and completed numerous transactions including mergers and acquisitions, equity and debt placements, capital restructuring, joint venture development, and channel partner procurement. Additionally, Mr. Collier was a Senior Managing Director at Mid-Market Securities, a FINRA-registered Broker-Dealer. He is also the co-founder and a Managing Member of C2 Capital, LLC, which provides management consulting services to companies preparing to go public. Prior to joining Mid-Market Securities, Mr. Collier was a Managing Director of Mosaic Capital and co-managed its Capital Markets Group at Mosaic Capital. He was previously a Vice President at Corporate Capital Group and Managing Director and CEO of Greenbridge Capital Group. He has held numerous board and executive positions throughout his career.


42

Michael Mann has been the President since January 2014.  Mr. Mann was the Vice President of Shareholder Relations from March 2012 to January 2014 for the Company and he brings significant related experience in business operations and corporate finance. From 2008 to March 2012, Mr. Mann has served as the President and Chief Executive Officer of Hanover Portfolio Acquisitions, Inc. formerly known as Hanover Asset Management, Inc.  Immediately prior thereto, Mr. Mann was the Founder, President, and Chief Executive Officer of U.S. Debt Settlement, Inc., a company listed on the Frankfurt Stock Exchange. Mr. Mann had personally overseen the growth



36



and development of U.S. Debt Settlement since 2003. From January 2002 to July 2003, Mr. Mann was the Chief Executive Officer of Shared Vision Capital, a boutique investment banking firm that assisted emerging companies with early seed capital and bridge loans. From October 1998 through December 2001, Mr. Mann was the Vice President of Investor Relations for JuriSearch.com, an online legal research platform. During his tenure with JuriSearch.com, Mr. Mann was directly responsible for financing for the company’s growth and development.  In addition, Mr. Mann founded and served as the president of Universal Pacific Communications, a privately owned telecommunications company. Under his leadership, Universal Pacific developed a fiber optic disaster recovery telecommunications network.


Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.


Key Staff Member

In February 2022, we retained Garry Michael Kann, age 65, as Head of Corporate Development. Mr. Kann’s primary responsibilities will be to oversee the development of Endonovo’s “build up strategy” of acquiring complementary specialty service providers in the construction industry. Key responsibilities will be in identifying, preforming due diligence on, evaluating, and otherwise assisting in company mergers and acquisitions, principally in the specialty construction industry.

For more than the past five years, Mr. Kann has been the CEO of Firebird Partners a private investment firm and chairs the Capital Markets Group at Mosaic Capital LLC, a financial advisory firm both located in Los Angeles, California. Mr. Kann has been a prominent corporate finance professional in the United States on both the East and West Coasts for over 30 years. Over that time, he has been an innovator in asset backed financial instruments and has worked with clientele around the globe including Europe, Asia, Central and South America. As an investment banker he has completed more than 60 mergers and acquisition transactions exceeding $2 billion in value. Previously, while in senior management positions for a wide variety of financial institutions serving the middle market, he structured and completed more than 200 transactions exceeding several billion dollars in value.

Code of Ethics


We do not have a code of ethics that applies to our officers, employees and directors.


Corporate Governance


The business and affairs of the company are managed under the direction of our board. We have a board consisting of one member..member. In addition to the contact information in this annual report, each stockholder will be given specific information on how he/she can direct communications to the officers and our director of the corporation. All material communications from stockholders are relayed to our board.


Role in Risk Oversight


Our board is primarily responsible for overseeing our risk management processes. The board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.


Section 16(a) Beneficial Ownership Reporting Compliance


We became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“34 Act”) on June 15, 2015, when we filed a Form 8-A. Our officers and director have made appropriate filings under Section 16(a) of the Exchange Act, although on two occasions, Mr. Mann filed his Form 4 a few days late. These instances involved reporting of open market purchases and did not involve any short swing profits.

Item 11. Executive Compensation.


The following executivesexecutive of the Company receivedearned compensation in the amounts set forth in the chart below for the fiscal years ended December 31, 20152021, and 2014.2020. No other item of compensation was paid to any officer or director of the Company other than reimbursement of expenses.



37



Summary Compensation Table


    Name and

Fiscal

Salary ($)

 

Stock

All Other Compensation

 

Principal Position

Year

 (1)

Bonus ($)

Awards ($)

 ($)

Total ($)

 

 

 

 

 

 

 

Alan Collier, CEO, Interim

2015

$

270,000

$

-

$

-

$

-

$

270,000

 CFO, Secretary and Director

2014

$

270,000

$

-

$

617

$

-

$

270,617

 

 

 

 

 

 

 

Michael Mann, V.P., Former

2015

$

270,000

$

-

$

-

$

-

$

270,000

  President and CEO

2014

$

270,000

$

-

$

19,695

$

-

$

289,695

 

 

 

 

 

 

 

  (1) This includes deferred compensation to Mr. Collier of $57,670 and $104,000 for 2015 and 2014 respectively.

        This includes deferred compensation to Mr. Mann of $259,900 and $225,000 for 2015 and 2014 respectively.

Name and Principal Position Fiscal
Year
  Salary
($)
  Bonus
($)
  Stock
Awards
($)
  All Other
Compensation
($)
  Total ($) 
                   
Alan Collier, CEO, Interim  2021  $300,000  $-  $-  $-  $300,000 
CFO, Secretary and Director (*)  2020  $300,000  $-  $-  $-  $305,000 



(*) Salary information as reflected above represents compensation earned but not paid based on terms of consulting agreements. The Company’s Chief Executive was paid $243,650 as compensation and receive $13,405 of expenses reimbursement and $6,529 of accounts payable during the year ended December 31, 2021.


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Outstanding Equity Awards at Fiscal Year-End Table


Name Number of Securities
Underlying
Unexercised Options
(#) Exercisable
  Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
  Option
Exercise Price
($)
  Option
Expiration Date
Alan Collier, CEO, Interim  5,000   -  $54.00  4/17/2027
CFO, Secretary and Director              

There were no outstanding equity awards for the year ended December 31, 2015.

Compensation of Directors


The directors receive no compensation for serving as directors. However, the Company may reimburse its directors for any out-of-pocket cost reasonably incurred to attend a Board meeting.

EmploymentCompensation Agreements

All of the new officers pursuant to the terms of the Share Exchange Agreement dated March 14, 2012, have agreed to accrue and defer payment of their compensation until the Company has generated sufficient financing proceeds or revenue to pay such compensation. Initially, Messrs. Collier and Mann shall each receivereceived compensation of $10,000 per month. In addition, each officer will get additionalmonth which has increased to $25,000 and $22,500 per month, respectively. No compensation in connection with any company that such officer originates uponwas provided for Michael Mann (former President of the finalization of a licensing arrangement with such company.


Finally, Messrs. CollierCompany) during the year ended December 31, 2021, and 2020. Mr. Mann shall receive additional compensation in the form of shares of restricted Company common stock that vest over time based upon their remaining with the Company.has been acting as an advisor since he retired on February 28, 2019.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 29, 2016,April 13, 2022, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of March 29, 2016.April 13, 2022. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 29, 2016April 11, 2022, is



38



deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise specified, the address of each of the persons set forth below is care of the company at the address of:of 6320 Canoga Avenue, 15th15th Floor Woodland Hills, CA 91367.


Name of Beneficial Owner

 

Amount of

 

 

 

 

Benefical

Ownership (1)

 

Percent of Ownership (2)

 

 

 

 

 

Alan Collier

 

19,567,995

 

18.7%

Michael Mann

 

19,585,455

 

18.7%

 

 

 

 

 

All officers and directors as a group (2 persons)

 

39,153,450

 

37.4%

 

 

 

 

 

  (1) This includes common shares controlled by Mr. Collier

 

 

  (2)  Based on shares of common stock outstanding as of March 29, 2016

 

 

Name of Beneficial Owner 

Amount of
Beneficial
Ownership

(1)

  

Percent of
Ownership

(2)

 
       
Alan Collier  25,031,219   16.74%
Tucker Andersen  9,284,568   6.21%
Michael Mann  13,525,437   9.05%
All officers and directors as a group (1 person)  25,031,219   16.74%

(1)This includes common shares controlled by Mr. Collier, acting Chief Executive Officer and interim Chief Financial Officer.
(2)Based on shares of common stock outstanding as of April 12, 2022.

44



Item 13. Certain Relationships and Related Transactions, and Director Independence.


On November 16, 2014, the Company acquired a promissory note to Donnie Rudd for a principal amount of $96,000 which along with accrued interest was converted into 350,000 shares of common stock on December 21, 2015. On March 31, 2014,February 10, 2015, the Company issued a promissory note to Michael Mann for a principal amount of $70,000.  The Note carries an interest rate of 12% per annum and a maturity date of September 30, 2016 with interest due monthly. On September 20, 2014, the Company issued a promissory note to Don Calabria for a principal amount of $75,000.  The Note carries an interest rate of 10% per annum and a maturity date of September 20, 2016 with interest due monthly. On October 29, 2014, the Company issued a promissory note to Michael Mann(former President) for a principal amount of $50,000. The Note carries an interest rate of 12% per annum and a maturity date of September 29, 2016June 4, 2015, with interest due monthly. On September 29, 2019, the maturity date of the promissory note was extended to December 31, 2019. As of December 31, 2021, and 2020, the Company has a remaining principal balance of $26,100 and $43,000, respectively. During the year ended December 31, 2021, the Company has repaid $16,900 in cash.

On December 21, 2017, the Company issued a promissory note to Michael Mann (former President) for a principal amount of $100,000. The Note carries an interest rate of 10% per annum and a maturity date of March 22, 2018, with interest due monthly. On September 29, 2019, the maturity date of the promissory note was extended to December 31, 2019. As of December 31, 2021, and 2020, the Company has a remaining principal balance of $100,000.

The outstanding notes to Mr. Mann equal $126,100 at December 31, 2021. In the opinion of management, these notes were on terms no less favorable to the lenderslender than the Company might have obtained from an unaffiliated party.


Director Independence

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

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

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

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

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



39






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

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


Mr. Alan Collier is not considered independent because he is the Company’s Chief Executive Officer and acting Chief Financial Officer.

We do not currently have a separately designated audit, nominating or compensation committee.

45


Item 14. Principal Accounting Fees and Services.


Audit Fees


For the Company’s fiscal years ended December 31, 20152021, and 2014,2020, we were billed approximately $25,000$98,520 and $46,000$98,500, respectively, for professional services rendered for the audit and review of our financial statements.

Audit Related Fees


There were no fees for audit related services for the years ended December 31, 20152021, and 2014.2020.

Tax Fees

For the Company’s fiscal years ended December 31, 20152021, and 2014,2020, we were billed approximately $0$8,400 and $0$9,245 for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

For the Company’s fiscal years ended December 31, 2021, and 2020, we were billed approximately $0 and $11,000, respectively, for professional services rendered in connection with our registration statement.

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 20152021, and 2014.2020.


Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:


-

approved by our audit committee; or

-

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee'scommittee’s responsibilities to management.


We do not have an audit committee. Our board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.




40



PART IV


Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:


(1) Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements of this report.


Report of Independent Registered Public Accounting Firm

16

Consolidated Balance Sheets

17

18

Consolidated Statements of Operations

18

19

Consolidated Statements of Shareholders’ Deficit

19

20

Consolidated Statements of Cash Flows

20

22

Notes to Consolidated Financial Statements

21

23

(2) Financial Statement Schedule: None.


46

(3) Exhibits


EXHIBIT NUMBER

DESCRIPTION

2.1

Share Exchange Agreement (1)

3.1

Articles of Incorporation (2)

3.2

By-Laws (2)

3.3

Agreement and Plan of Merger (Delaware reincorporation) (2)

3.4

Certificate of Designation (Super AA Voting Preferred) (3)

3.5

Articles of Amendment -Name Change (4)

3.6

Articles of Amendment – Increase Authorized Shares (5)

3.7

Articles of Amendment – Reverse Stock Split

4.1

Specimen Common Stock Certificate.

10.1

Equity Purchase Agreement with Kodiak Capital Partners, LLC (6)

10.2

Registration Rights Agreement with Kodiak Capital Partners, LLC  (7)

10.3

Acquisition Agreement between the Company and We Heal Animals, Inc.  (8)

101.SCH*

XBRL Taxonomy Schema

101.CAL*

XBRL Taxonomy Calculation Linkbase

101.DEF*

XBRL Taxonomy Definition Linkbase

101.LAB*

XBRL Taxonomy Label Linkbase

101.PRE*

XBRL Taxonomy Presentation Linkbase


(1)

Agreement. Incorporated by reference to the current report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2012.

Incorporated by reference from exhibit 2.1 to our annual financial statements on Form 10-K filed with the SEC on May 4, 2020.

(2)

3.1

Articles of Incorporation. Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.

(3)

3.2

By-Laws. Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.
3.3Agreement and Plan of Merger (Delaware reincorporation). Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.
3.4Certificate of Designation (Super AA Voting Preferred). Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2012

(4)

3.5

Articles of Amendment -Name Change. Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission on January 24, 2014.
3.6Articles of Amendment – Increase Authorized Shares. Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission on January 24, 2014.
3.7Articles of Amendment – Reverse Stock Split. Incorporated by reference to Exhibit 3.7 to Form S-1 amendment filed with the Securities and Exchange Commission on October 6, 2016.
3.8Certificate of Designation Series B Preferred Stock. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2014

February 10, 2017.

(5)

3.9

Certificate of Designation Series C Preferred Stock. Incorporated by reference to Exhibits 3.1 and 3.2Exhibit 10.4 to Current Report on Form 8-K filed with the Securities and Exchange Commission December 26, 2017.
3.10Articles of Amendment Authorizing additional Shares. Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission on September 20 2013.

18, 2018.

(6)

4.1

Specimen Common Stock Certificate. Incorporated by reference to like numbered Exhibit to Registration on Form S-1 amendment filed on June 10, 2016.
10.1Investment Agreement by and between the Company and Azure Capital, dated as of December 31, 2018. Incorporated by reference to like numbered exhibit to Current Report on Form 8-k filed with the Securities Exchange Commission on January 3, 2018.
10.2Registration Rights Agreement by and between the Company and Azure Capital, dated as of December 31, 2018. Incorporated by reference to like numbered exhibit to Current Report on Form 8-k filed with the Securities Exchange Commission on January 3, 2018.
10.3Acquisition Agreement between the Company and We Heal Animals, Inc. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 19, 2013
10.4Settlement and Mutual Release, effective November 22, 2018, between the Company and Rio Grande Neurosciences, LLC. Incorporation by reference to Exhibit 10.1 to current report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2015.

December 26, 2017.

(7)

10.5

Exchange Agreement dated as of November 30, 2018, between the Company and Eagle Equities, LLC. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities Exchange Commission on December 7, 2018.
10.6Secured $1,500,000 Convertible Promissory Note, dated as of November 30, 2018, issued by the Company and Eagle Equities, LLC. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2015.

December 7, 2018.

(8)

31.1

Incorporated by reference

Certification of Chief Executive and Chief Financial Officer, pursuant to Exhibit 10.118 U.S.C. Section 1350 as adopted pursuant to Current Report on 8-K filed withSection 302 of the Securities and Exchange        Commission on November 19, 2013.

Sarbanes-Oxley Act of 2002.


In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.


*

32.1

Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.PRE*Inline XBRL Taxonomy Presentation Linkbase
In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



47

41SIGNATURES



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th13th day of April 2016.2022.

ENDONOVO THERAPEUTICS, INC.

By:

/s/Alan Collier

Alan Collier

Chief Executive Officer

(Duly Authorized, Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitle

Date

Signature

Title

Date

/s/Alan Collier

Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director

April 4, 2016

13, 2022

Alan Collier

(Principal Executive, Financial and Accounting Officer)


48



42