UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10–Q10-Q

 

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

 

For the quarterly period endedSeptemberJune 30, 20172022

 

or

 

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

 

For the transition period from [               ] to [                ]

 

Commission file number:000-55768

 

HealthLynked Corp.
(Exact name of registrant as specified in its charter)
   
Nevada 47-1634127
(State or other jurisdiction of

incorporation or organization)
 (I.R.S. Employer

Identification No.)

1726 Medical Blvd1265 Creekside Parkway, Suite 101,302, Naples Florida 34110FL 34108
(Address of principal executive offices)
 
239-513-9022(800) 928-7144
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

 

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

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

 

Indicate by check mark whether the registrant has submitted electronically 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   No

 

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

 

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

 

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

 

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

 

As of November 14, 2017,August 15, 2022, there were 72,167,469244,010,125 shares of the issuer’s common stock, par value $0.0001, outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

  PAGE NO.
   
PART IFINANCIAL INFORMATION1
Item 1Financial Statements(Unaudited)Statements (Unaudited)1
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations2635
Item 3Quantitative and Qualitative Disclosures about Market Risk3642
Item 4Controls and Procedures3642
   
Part IIOTHER INFORMATION3743
Item 1Legal Proceedings3743
Item 1ARisk Factors3743
Item 2Unregistered Sales of Equity Securities and Use of Proceeds3743
Item 3Defaults upon Senior Securities3743
Item 4Mine Safety Disclosure3743
Item 5Other Information3743
Item 6Exhibits3843

 

i

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  September 30,  December 31, 
  2017  2016 
  (unaudited)    
ASSETS      
Current Assets      
Cash $16,175  $58,716 
Accounts receivable, net  118,581   146,874 
Prepaid expenses  23,712   43,545 
Deferred offering costs  134,422   --- 
Total Current Assets  292,890   249,135 
         
Property, plant and equipment, net of accumulated depreciation of $722,407 and $704,785 as of September 30, 2017 and December 31, 2016, respectively  66,452   70,836 
Deposits  9,540   9,540 
         
Total Assets $368,882  $329,511 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
         
Current Liabilities        
Accounts payable and accrued expenses $287,086  $148,474 
Capital lease, current portion  18,348   18,348 
Due to related party, current portion  620,611   311,792 
Notes payable, net of original issue discount and debt discount of $19,226 and $-0- as of September 30, 2017 and December 31, 2016, respectively  50,352   --- 
Convertible notes payable, net of original issue discount and debt discount of $157,612 and $114,332 as of September 30, 2017 and December 31, 2016, respectively  696,388   485,668 
Derivative financial instruments  156,412   --- 
Total Current Liabilities  1,829,197   964,282 
         
Long-Term Liabilities        
Capital leases, long-term portion  25,993   39,754 
Due to related party, long-term portion  253,242   237,157 
         
Total Liabilities  2,108,432   1,241,193 
         
Shareholders’ Deficit        
Common stock, par value $0.0001 per share, 230,000,000 shares authorized, 70,676,254 and 65,753,640 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively  7,068   6,575 
Common stock issuable, $0.0001 par value; 10,313 and 80,643 shares as of September 30, 2017 and December 31, 2016, respectively  3,124   6,451 
Additional paid-in capital  2,333,224   1,199,511 
Accumulated deficit  (4,082,966)  (2,124,219)
Total Shareholders’ Deficit  (1,739,550)  (911,682)
         
Total Liabilities and Shareholders’ Deficit $368,882  $329,511 
  June 30,  December 31, 
  2022  2021 
ASSETS (Unaudited)    
Current Assets        
Cash $251,118  $3,291,646 
Accounts receivable, net of allowance for doubtful accounts of $-0- and $13,972 as of June 30, 2022 and December 31, 2021, respectively  90,081   86,287 
Inventory  182,937   134,930 
Prepaid expenses and other  74,633   137,630 
Total Current Assets  598,769   3,650,493 
         
Property, plant and equipment, net of accumulated depreciation of $338,448 and $283,512 as of June 30, 2022 and December 31, 2021, respectively  471,869   350,482 
Intangible assets, net of accumulated amortization of $1,231,283 and  $873,417 as of June 30, 2022 and December 31, 2021, respectively  4,522,255   4,880,121 
Goodwill  1,480,238   1,148,105 
Right of use lease assets  728,921   526,730 
Deferred equity compensation and deposits  116,750   138,625 
         
Total Assets $7,918,802  $10,694,556 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable and accrued expenses $971,993  $790,843 
Contract liabilities  37,636   72,838 
Lease liability, current portion  385,745   288,966 
Due to related party, current portion  300,600   300,600 
Notes payable, current portion  40,525    
Liability-classified equity instruments, current portion  35,000   61,250 
Contingent acquisition consideration, current portion  208,436   403,466 
Total Current Liabilities  1,979,935   1,917,963 
         
Long-Term Liabilities        
Government notes payable, long term portion  450,000   450,000 
Liability-classified equity instruments, long term portion  101,250   101,250 
Contingent acquisition consideration, long term portion  237,780   782,224 
Lease liability, long term portion  345,236   239,225 
         
Total Liabilities  3,114,201   3,490,662 
         
Shareholders’ Equity        
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 239,080,428 and 237,893,473 shares issued and outstanding  as of June 30, 2022 and December 31, 2021, respectively  23,908   23,789 
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of  June 30, 2022 and December 31, 2021, respectively  2,750   2,750 
Common stock issuable, $0.0001 par value; 1,207,472 and 719,366 shares as of June 30, 2022 and December 31, 2021, respectively  345,042   282,347 
Additional paid-in capital  39,396,034   39,100,197 
Accumulated deficit  (34,963,133)  (32,205,189)
Total Shareholders’ Equity  4,804,601   7,203,894 
         
Total Liabilities and Shareholders’ Equity $7,918,802  $10,694,556 

 

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

 

1

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
Revenue            
Patient service revenue, net $480,723  $499,448  $1,473,639  $1,515,293 
                 
Operating Expenses                
Salaries and benefits  506,206   432,949   1,469,211   1,134,073 
General and administrative  480,614   513,404   1,369,018   1,148,564 
Depreciation and amortization  6,056   5,718   17,623   15,804 
Total Operating Expenses  992,876   952,071   2,855,852   2,298,441 
                 
(Loss) income from operations  (512,153)  (452,623)  (1,382,213)  (783,148)
                 
Other Income (Expenses)                
Loss on extinguishment of debt  (290,581)  ---   (290,581)  --- 
Financing cost  (32,324)  ---   (32,324)  --- 
Amortization of original issue and debt discounts on notes payable and convertible notes  (63,552)  (100,187)  (194,120)  (100,187)
Proceeds from settlement of lawsuit      38,236       38,236 
Change in fair value of derivative financial instrument  5,412   ---   5,412   --- 
Interest expense  (27,124)  (13,409)  (64,921)  (24,391)
Total other expenses  (408,169)  (75,360)  (576,534)  (86,342)
                 
Net loss before provision for income taxes  (920,322)  (527,983)  (1,958,747)  (869,490)
                 
Provision for income taxes  ---   ---   ---   --- 
                 
Net loss $(920,322) $(527,983) $(1,958,747) $(869,490)
                 
Net loss per share, basic and diluted:                
Basic $(0.01) $(0.01) $(0.03) $(0.01)
Fully diluted $(0.01) $(0.01) $(0.03) $(0.01)
                 
Weighted average number of common shares:                
Basic  69,625,763   64,215,769   68,805,330   61,984,252 
Fully diluted  69,625,763   64,215,769   68,805,330   61,984,252 
  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
Revenue            
Patient service revenue, net $1,431,776  $1,470,550  $2,807,461  $2,984,926 
Subscription, consulting and event revenue  86,296   71,864   170,514   159,519 
Product revenue  130,459   168,206   277,428   350,869 
Total revenue  1,648,531   1,710,620   3,255,403   3,495,314 
                 
Operating Expenses and Costs                
Practice salaries and benefits  816,398   903,032   1,534,471   1,566,969 
Other practice operating expenses  639,119   511,004   1,201,770   1,241,788 
Medicare shared savings expenses  237,149   197,463   464,878   408,970 
Cost of product revenue  170,543   159,998   331,354   328,594 
Selling, general and administrative expenses  1,255,511   1,147,478   2,590,651   2,513,615 
Depreciation and amortization  208,912   206,469   412,802   418,127 
Total Operating Expenses and Costs  3,327,632   3,125,444   6,535,926   6,478,063 
                 
Loss from operations  (1,679,101)  (1,414,824)  (3,280,523)  (2,982,749)
                 
Other Income (Expenses)                
Gain (loss) on extinguishment of debt     632,826      (4,957,168)
Change in fair value of debt           (19,246)
Change in fair value of contingent acquisition consideration  93,768   274,611   532,090   (361,089)
Interest (expense) income  (4,488)  1,623   (9,511)  (8,965)
Total other income (expenses)  89,280   909,060   522,579   (5,346,468)
                 
Net loss before provision for income taxes  (1,589,821)  (505,764)  (2,757,944)  (8,329,217)
                 
Provision for income taxes            
                 
Net loss $(1,589,821) $(505,764) $(2,757,944) $(8,329,217)
                 
Deemed dividend - amortization of beneficial conversion feature  (88,393)  (88,393)  (176,786)  (176,786)
                 
Net loss to common shareholders $(1,678,214) $(594,157) $(2,934,730) $(8,506,003)
                 
Net loss per share to common shareholders, basic and diluted:                
Basic $(0.01) $(0.00) $(0.01) $(0.04)
Fully diluted $(0.01) $(0.00) $(0.01) $(0.04)
                 
Weighted average number of common shares:                
Basic  238,595,764   228,007,727   238,304,228   220,823,912 
Fully diluted  238,595,764   228,007,727   238,304,228   220,823,912 

 

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

 

2

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

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

NINETHREE AND SIX MONTHS ENDED SEPTEMBERJUNE 30, 20172022

(UNAUDITED)

 

  Number of Shares  Common  Additional     Total 
  Common  Common  Stock  Paid-in  Accumulated  Shareholders’ 
  Stock  Stock  Issuable  Capital  Deficit  Deficit 
  (#)  ($)  ($)  ($)  ($)  ($) 
                   
Balance at December 31, 2016  65,753,640   6,575   6,451   1,199,511   (2,124,219)  (911,682)
                         
Sale of common stock  4,469,514   448   ---   547,908   ---   548,356 
Fair value of warrants allocated to proceeds of convertible notes payable  ---   ---   ---   73,696   ---   73,696 
Fair value of warrants issued pursuant to Amended Investment Agreement  ---   ---   ---   153,625   ---   153,625 
Fair value of warrants issued to extend convertible notes payable  ---   ---   ---   290,581   ---   290,581 
Consultant fees payable with common shares and warrants  276,850   28   (3,327)  52,083   ---   48,784 
Shares and options issued pursuant to employee equity incentive plan  176,250   17   ---   15,820   ---   15,837 
Net loss  ---   ---   ---   ---   (1,958,747)  (1,958,747)
                         
Balance at September 30, 2017  70,676,254   7,068   3,124   2,333,224   (4,082,966)  (1,739,550)
  Number of Shares        Common  Additional     Total
Shareholders’
 
  Common  Preferred  Common  Preferred  Stock  Paid-in  Accumulated  Equity 
  Stock  Stock  Stock  Stock  Issuable  Capital  Deficit  (Deficit) 
  (#)  (#)  ($)  ($)  ($)  ($)  ($)  ($) 
Balance at December 31, 2021  237,893,473   2,750,000   23,789   2,750   282,347   39,100,197   (32,205,189)  7,203,894 
                                 
Consultant and director fees payable with common shares and warrants  5,250      1      73,470   8,044      81,515 
Shares and options issued to employees  133,000      13      (37,777)  64,547      26,783 
Exercise of stock options  1,394                      
Net loss                    (1,168,123)  (1,168,123)
                                 
Balance at March 31, 2022  238,033,117   2,750,000   23,803   2,750   318,040   39,172,788   (33,373,312)  6,144,069 
                                 
Sales of common stock  66,667      7         8,270      8,277 
Fair value of warrants allocated to proceeds of common stock                 1,723      1,723 
Shares issued in acquisition of AEU  871,633      79         103,725      103,804 
Consultant and director fees payable with common shares and warrants  79,011      16      58,252   47,164      105,432 
Shares and options issued to employees  30,000      3      (31,250)  62,364      31,117 
Net loss                    (1,589,821)  (1,589,821)
                                 
Balance at June 30, 2022  239,080,428   2,750,000   23,908   2,750   345,042   39,396,034   (34,963,133)  4,804,601 

 

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

 

3

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSCHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THREE AND SIX MONTHS ENDED JUNE 30, 2021

(UNAUDITED)

 

  Nine Months Ended September 30, 
  2017  2016 
Cash Flows from Operating Activities      
Net loss $(1,958,747) $(869,490)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        
Depreciation  17,622   15,804 
Stock based compensation, including amortization of prepaid fees  83,823   120,037 
Amortization of original issue discount and debt discount on convertible notes  194,120   100,188 
Financing cost  32,324   --- 
Change in fair value of derivative financial instrument  (5,412)  --- 
Loss on extinguishment of debt  290,581   --- 
Non-cash expenses  ---   75,000 
Changes in operating assets and liabilities:        
Accounts receivable  28,293   107,607 
Prepaid expenses and deposits  19,832   36,261 
Accounts payable and accrued expenses  138,613   (93,834)
Due to related party, current portion  27,627   11,986 
Net cash used in operating activities  (1,131,324)  (496,441)
         
Cash Flows from Investing Activities        
Acquisition of property and equipment  (13,238)  (12,611)
Net cash used in investing activities  (13,238)  (12,611)
         
Cash Flows from Financing Activities        
Proceeds from sale of common stock  548,356   374,000 
Proceeds from issuance of convertible notes  229,500   475,000 
Proceeds from related party loans  308,470   176,500 
Repayment of related party loans  (11,192)  (123,273)
Proceeds from issuance of notes payable  75,010   --- 
Repayment of notes payable and bank loans  (34,362)  (84,980)
Payments on capital leases  (13,761)  (13,761)
Net cash provided by financing activities  1,102,021   803,486 
         
Net increase (decrease) in cash  (42,541)  294,434 
Cash, beginning of period  58,716   29,779 
         
Cash, end of period $16,175  $324,213 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest $1,002  $3,438 
Cash paid during the period for income tax $---  $--- 
Schedule of non-cash investing and financing activities:        
Fair value of warrants issued to extend maturity date of convertible notes payable, recognized as discount against convertible notes payable $7,506  $--- 
Fair value of warrants issued pursuant to Amended Investment Agreement $153,625  $--- 
Fair value of warrants, beneficial conversion feature and original issue discount allocated to proceeds of convertible notes payable $66,190  $272,957 
Initial derivative liabilities, beneficial conversion features and original issue discounts allocated to proceeds of convertible notes payable $153,625   --- 
Common stock issuable issued during period $6,451  $45,000 
Common stock issued for preferred stock conversion $---  $295 
  Number of Shares        Common  Additional     Total
Shareholders’
 
  Common  Preferred  Common  Preferred  Stock  Paid-in  Accumulated  Equity 
  Stock  Stock  Stock  Stock  Issuable  Capital  Deficit  (Deficit) 
  (#)  (#)  ($)  ($)  ($)  ($)  ($)  ($) 
Balance at December 31, 2020  187,967,881   2,750,000   18,797   2,750   262,273   22,851,098   (21,784,910)  1,350,008 
                                 
Sales of common stock  14,793,864      1,479          2,981,367      2,982,846 
Fair value of warrants allocated to proceeds of common stock                  1,406,515      1,406,515 
Conversion of convertible notes payable to common stock  13,538,494      1,354          4,060,194      4,061,548 
Fair value of warrants issued in connection with conversion and retirement of convertible notes payable                 3,201,138      3,201,138 
Fair value of warrants issued for professional services                 32,426      32,426 
Consultant and director fees payable with common shares and warrants  475,000      48      114,500   122,781      237,329 
Shares and options issued pursuant to employee equity incentive plan  240,310      24      (14,956)  52,337      37,405 
Exercise of stock warrants  9,047,332      905      62,500   613,316      676,721 
Exercise of stock options  12,500      1          3,149      3,150 
Net loss                    (7,823,453)  (7,823,453)
                                 
Balance at March 31, 2021  226,075,381   2,750,000   22,608   2,750   424,317   35,324,321   (29,608,363)  6,165,633 
                                 
Sales of common stock  374,177      37         177,642      177,679 
Fair value of warrants allocated to proceeds of common stock                 82,320      82,320 
Fair value of warrants issued for professional services                 3,603      3,603 
Consultant and director fees payable with common shares and warrants  93,492      9      68,807   17,990      86,806 
Shares and options issued pursuant to employee equity incentive plan  875,047      88      (147,791)  211,358      63,655 
Exercise of stock warrants  1,225,000      123      62,500   152,378      215,001 
Exercise of stock options  133,000      13         13,287      13,300 
Net loss                    (505,764)  (505,764)
                                 
Balance at June 30, 2021  228,776,097   2,750,000   22,878   2,750   407,833   35,982,899   (30,114,127)  6,302,233 

 

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

 

4

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

  Six Months Ended June 30, 
  2022  2021 
Cash Flows from Operating Activities      
Net loss $(2,757,944) $(8,329,217)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  412,802   418,127 
Stock based compensation, including amortization of deferred equity compensation  261,722   461,224 
Loss on extinguishment of debt     4,957,168 
Change in fair value of debt     19,246 
Change in fair value of contingent acquisition consideration  (532,090)  361,089 
Changes in operating assets and liabilities:        
Accounts receivable  (3,794)  2,585 
Inventory  (48,008)  (17,517)
Prepaid expenses and deposits  41,747   (23,125)
Right of use lease assets  162,979  50,447 
Accounts payable and accrued expenses  142,014   (90,489)
Lease liability  (162,379)  (52,312)
Contract liabilities  (35,201)  (18,578)
Net cash used in operating activities  (2,518,152)  (2,261,352)
         
Cash Flows from Investing Activities        
Acquisition, net of cash acquired  (300,916)   
Payment of contingent acquisition consideration  (207,384)  (196,000)
Acquisition of property and equipment  (23,564)  (7,399)
Net cash used in investing activities  (531,864)  (203,399)
         
Cash Flows from Financing Activities        
Proceeds from sale of common stock  10,000   4,649,360 
Proceeds from exercise of options and warrants     293,951 
Repayment of notes payable  (512)  (51,109)
Net cash provided by financing activities  9,488   4,892,202 
         
Net increase (decrease) in cash  (3,040,528)  2,427,451 
Cash, beginning of period  3,291,646   162,184 
         
Cash, end of period $251,118  $2,589,635 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest $1,126  $232 
Cash paid during the period for income tax $  $ 
Schedule of non-cash investing and financing activities:        
Fair value of shares issued as purchase price consideration $103,804  $ 
Common stock issuable issued during period $69,028  $186,997 
Fair value of liability-classified equity instruments cancelled (net of earned) $26,250  $ 
Recognition of operating lease: right of use asset and lease liability 

$

284,905  

$

 
Fair value of warrants issued for professional service $  $32,427 
Incremental fair value of warrants modified to extend maturity date of convertible notes payable $  $126,502 
Conversion of convertible note payable to common shares $  $4,061,549 
Fair value of warrants issued in connection with conversion of convertible notes payable $  $3,074,637 
Accrued liabilities relieved upon cashless exercise of warrants $  $614,221 

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

NOTE 1 - BUSINESS AND BUSINESS PRESENTATION

 

HealthLynked Corporation, a Nevada corporationCorp. (the “Company” or “HLYK”) filed its Articleswas incorporated in the State of IncorporationNevada on August 4, 2014. On September 3,2, 2014, HLYKthe Company filed Amended and Restated Articles of Incorporation clarifying thatwith the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of “blank check” preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of 250,000,000 shares are broken up between 230,000,000 common shares and 20,000,000 preferredstock to 500,000,000 shares.

 

On September 5, 2014, HLYK entered into a share exchange agreement (the “Share Exchange Agreement”) withWe currently operate in four distinct divisions: the Health Services Division, the Digital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and the Medical Distribution Division. The Health Services division is comprised of the operations of (i) Naples Women’s Center LLC (“NWC”), a Florida Limited Liability Company (“LLC”), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of HLYK common stock to the members of NWC (the “Restructuring”).

NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, located(ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice engaged in Naples, Florida.

HLYKimproving the health of its patients through individualized and integrative health care, (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. The Digital Healthcare division develops and operates an online personal medical information and record archive system, the “HealthLynked Network”,Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud basedcloud-based system. Patients completeThe ACO/MSO Division is comprised of the operations of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020. CHM and AHP operate an Accountable Care Organization (“ACO”) and Managed Service Organization (“MSO”) that assists physician practices in providing coordinated and more efficient care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. The Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a detailed online personalvirtual distributor of discounted medical history including past surgical history, medications, allergies,supplies selling to both consumers and family history. Once this information is entered patients and their treating physicians are able to updatemedical practices throughout the information as needed to provide a comprehensive medical history.United States.

 

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP.accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 20162021 and 2015,2020, respectively, which are included in Amendment #2 to the Company’s Registration Statement on Form S-110-K, filed with the United States Securities and Exchange Commission on March 23, 2017.June 30, 2022. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 are not necessarily indicative of results for the entire year ending December 31, 2017.2022.

 

On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its seven subsidiaries: NWC, NCFM, BTG, CHM, AHP, MOD and AEU. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).GAAP.

 

All amounts referred to in the notes to the condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.

 


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

 

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

 

Revenue Recognition

Patient service revenue

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

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time, which includes prepaid BTG physical therapy bundles for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than BTG physical therapy bundles, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not required to provide additional goods or services to the patient.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. There were no material changes during the years ended December 31, 2022 or 2021 to the judgments applied in determining the amount and timing of patient service revenue.

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

5Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

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

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


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

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

 

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

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

Medicare Shared Savings Revenue

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

Consulting and Event Revenue

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

Product Revenue

Revenue is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”)time when title transfers to customers and the Company has no further obligation to provide services related to such products, which requiresoccurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that four basic criteria must be met beforeit controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue can be recognized: (1) persuasive evidencewere $11,387 and $5,308 as of an arrangement exists; (2) deliveryJune 30, 2022 and December 31, 2021, respectively. There were no contract assets as of June 30, 2022 or December 31, 2021.


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has occurred; (3)physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the selling price is fixedUnited States.

The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and determinable; and (4) collectability is reasonably assured. Determinationsubsequent to the expiration date of criteria (3) and (4) arethe product. The Company analyzes the need for a product return allowance at the end of each period based on management’s judgments regardingeligible products. Product return allowance was $7,694 and $14,834 as of June 30, 2022 and December 31, 2021, respectively.

Contract Liabilities

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

Provider shared savings expense

Provider shared savings expense represents the ongoing operating expenses of the selling pricesACO and annual payments made to the ACO’s participating providers from shared savings revenue payments received from CMS (the “Annual Provider Payment”). The pool of funds available for the Annual Provider Payment, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management after an annual determination of Medicare shared savings revenue is made by CMS. Expenses related to ongoing operation of the products delivered andACO may be deducted from the collectability of those amounts. Patient service revenuesMedicare shared savings revenue before determining the Annual Provider Payment. Such expenses are recognized at the time of service for the net amount expected to be collected. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustmentsin “Provider shared savings expense” as incurred.

 

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

Cash and Cash Equivalents

 

For financial statement purposes, the Company considers all highly-liquidhighly liquid investments with original maturities of threesix months or less to be cash and cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2022 and December 31, 2021, the Company had $-0- and $2,957,040 in excess of the FDIC insured limit, respectively.

 

Accounts Receivable

 

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45%48% of total billings. Trade accounts receivable are recorded at this net amount. As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company’s gross patient services accounts receivable were $269,501$96,469 and $333,804,$193,363, respectively, and net patient services accounts receivable were $118,581$46,305 and $146,874,$86,287, respectively, based upon net reporting of accounts receivable. As of June 30, 2022 and December 31, 2021, the Company’s allowance of doubtful accounts was $-0- and $13,972, respectively.  

 

Capital Leases

 

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


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the term of the related useful life of the asset and/or the capital lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 for more complete details on balances as of the reporting periods presented herein.

Inventory

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

Goodwill and Intangible Assets

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

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

The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and six months ended SeptemberJune 30, 2017 and 2016 was $4,587 and $4,587, respectively. The related depreciation for the nine months ended September 30, 2017 and 2016 was $13,761 and $13,761, respectively. Accumulated depreciation of capitalized leases was $299,151 and $285,390 at September 30, 2017 and December 31, 2016, respectively.2022 or 2021.

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. The Company relies on a sole supplier for the fulfillment of substantially all of its product sales made through MOD.

 

Property and Equipment

 

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

 

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of September 30, 2017 and December 31, 2016.

 

6

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Convertible Notes

 

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

Derivative Financial Instruments

The Company reviews Convertible notes for which the terms of convertiblematurity date has been extended and that qualify for debt equity instruments and other financing arrangements to determine whether thereextinguishment treatment are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the extinguishment date and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessedrevalued at the end of each reporting period. If reclassification is required,period, with the fair valuechange recorded to the statement of operations under “Change in Fair Value of Debt.”

Government Notes Payable

During 2020, the Company and certain of its subsidiaries received loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration (the “SBA”), were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. Pursuant to the terms of the derivative instrument,PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as of the determination date, is reclassified. Any previous charges or credits to income for changesdescribed in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheetCARES Act, including costs such as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.payroll, benefits, employer payroll taxes, rent and utilities. The Company does not use derivative instrumentsaccounts for forgiveness of government loans pursuant to hedge exposuresFASB ASC 470, “Debt,” (“ASC 470”). Pursuant to cash flow, market, or foreign currency risks.ASC 470, loan forgiveness is recognized in earnings as a gain on extinguishment of debt when the debt is legally released by the lender.

 

Fair Value of Assets and Liabilities

 

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

 

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

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

 

 Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liabilityliability.

 

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

 

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

7

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Stock-Based Compensation

 

The Company accounts for stock basedstock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value basedvalue-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges itits equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granteda binomial lattice pricing model to non-employees and use the Black-Scholes model for measuringestimate the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date)options and is recognized over the vesting periods.warrants granted.

 

Income Taxes

 

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No income tax has been provided for the three and six months ended June 30, 2022 and 2021, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

 

Recurring Fair Value Measurements

 

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

 

Deemed Dividend

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

Net Income (Loss)Loss per Share 

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine month periodssix months ended SeptemberJune 30, 20172022 and 2016,2021, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of SeptemberJune 30, 20172022 and 2016,December 31, 2021, potentially dilutive securities were comprised of (i) 19,566,38959,043,659 and 10,576,38959,796,992 warrants outstanding, respectively, (ii) 2,349,9963,949,250 and 1,600,0003,456,250 stock options outstanding, respectively, (iii) 8,675,180119,768 and 7,375,000 shares issuable upon conversion of convertible notes, respectively, and (iv) 528,750 and 940,000302,050 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. Plan, and (iv) up to 13,750,000 and 13,750,000 shares of common stock issuable upon conversion of Series B Preferred.

 


Recent

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Common stock awards

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

Warrants

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

Business Segments

The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has four operating segments: Health Services (multi-specialty medical group including the NWC GYN practice, the NCFM functional medicine practice, the BTG physical therapy practice, and the AEU cosmetic services practice), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices).

Recently Issued Accounting Pronouncements

 

In September 2017,March 2020, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840),2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and Leases (Topic 842).to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective date for ASU 2017-13 issmaller reporting companies for fiscal years beginning after December 15, 2018. We are2022 with early application permitted. The Company is currently evaluating the impact the adoption of adopting ASU 2017-13this guidance may have on our unauditedits consolidated financial statements.

 

8

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


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

In January 2017,October 2021, the FASB issued ASU 2017-04, Intangibles-Goodwillguidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and Other (Topic 350), which simplifiesmeasure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the goodwill impairment test. The effective date for ASU 2017-04 isnew guidance for fiscal years beginning after December 15, 2019. Early2022 and interim periods within those fiscal years, with early adoption permitted. The Company is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact and timing of adoptingadoption of this guidance.

Recently Adopted Pronouncements

In December 2019, the FASB issued ASU 2017-042019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this standard in the year ended December 31, 2021. The adoption did not have a material effect on our unaudited condensedthe Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU 2017-04 on our unaudited condensed consolidated financial statements.

The Company applied ASU 2015-03: Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes.

On May 28, 2014,2021, the Financial Accounting Standards Board (FASB)(“FASB”) issued Accounting Standards Update (ASU) 2014-09, Revenue from ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts with Customers.in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The standard will eliminateASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the transaction-related earnings per share effects, if any, or (2) an expense and, industry-specific revenue recognition guidance under current U.S. GAAPif so, the manner and replace it with a principle-based approachpattern of recognition. ASU 2021-04 is effective for determining revenue recognition.annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company intends to adopt this guidance for the year ended December 31, 2017. The Company has not yet evaluatedis currently evaluating the impact the adoptionthat this standard will have on its results of operations upon adoption.

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements-Going Concern. The amendments in this update apply to all reporting entities and require an entity’s management, in connection with preparingconsolidated financial statements for each annual and interim reporting period, 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 the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for annual periods ending after December 15, 2016.statements. The Company adopted this standard for the year ended December 31, 2016. Based2022. The adoption did not have a material effect on the results of our analysis, no additional disclosures were required.Company’s consolidated financial statements.

 

The Company has evaluated recentNo other new accounting pronouncements were issued byor became effective in the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified anyperiod that wouldhad, or are expected to have, a material impact on the Company’s financial position, or statements.our consolidated Financial Statements.

 

NOTE 3 – LIQUIDITY AND GOING CONCERN MATTERS AND LIQUIDITYANALYSIS

 

AsLiquidity and Going Concern

During the second quarter of September 30, 2017,2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, the Company hadis required to evaluate whether there is substantial doubt about its ability to continue as a working capital deficit of $1,536,307 and accumulated deficit $4,082,966. For the nine months ended September 30, 2017, the Company had a net loss of $1,958,747 and net cash used by operating activities of $1,131,324. Net cash used in investing activities was $13,238. Net cash provided by financing activities was $1,102,021, resulting principally from $548,356 from the proceeds of the sale of 4,469,514 shares of common stock, $308,470 proceeds from related party loans and $229,500 net proceeds from the issuance of convertible notes. Subsequent to September 30, 2017, the Company received additional $150,000 net proceeds from the sale of a convertible promissory note and $200,000 from the sale of 1,000,000 common shares with an attached five-year warrant to purchase 666,666 shares ofgoing concern each reporting period, including interim periods. In evaluating the Company’s common stock at an exercise price of $0.30 per share (see Note 14).

The Company’s cash balanceability to continue as a going concern, management considered the conditions and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These mattersevents that could raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attemptingconcern within 12 months after the Company’s financial statements were issued (August 15, 2022). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before August 15, 2023.

The Company is subject to improve its business profitabilitya number of risks, including uncertainty related to product development and its ability to generate sufficientgeneration of revenues and positive cash flow from its Digital Healthcare division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to meet its needs onfulfill the Company’s growth and operating activities and generating a timely basis, obtaining additionallevel of revenues adequate to support the Company’s cost structure.

The Company has experienced net losses and cash outflows from operating activities since inception. As of June 30, 2022, the Company had cash balances of $251,118, a working capital funds through equitydeficit of $1,381,166 and debtan accumulated deficit of $34,963,133. For the six months ended June 30, 2022, the Company had a net loss of $2,757,944, net cash used by operating activities of $2,518,152, and $9,488 provided by financing arrangements,activities. The Company expects to continue to incur net losses and restructuring on-going operations to eliminate inefficiencies to raisehave significant cash balance in order to meet its anticipated cash requirementsoutflows for at least the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.12 months.

 

9

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 3 – LIQUIDITY AND GOING CONCERN MATTERS AND LIQUIDITYANALYSIS (CONTINUED)

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

 

On July 5, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) (See Note 19 Subsequent Events below for additional information). Pursuant to the SEPA, the Company shall have the right to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period set forth in the SEPA. The abilitysale of common stock pursuant to the SEPA provides the Company with additional cash flow availability for operational purposes. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by the Company to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of the Company’s common stock during the applicable pricing period, the Company cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds to be raised by the Company from those sales, if any.

On July 19, 2022, the Company issued to Yorkville a promissory note with an initial principal amount equal to $550,000 (the “Promissory Note”) at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. The Promissory Note will mature on the six-month anniversary of execution (See Note 19 Subsequent Events below for additional information).

Without raising additional capital, either via Advances made pursuant to the SEPA or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations.through August 15, 2023. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilitieshave been prepared assuming that may result should the Company be unable towill continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

 

DuringCOVID-19

A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the year ended December 31, 2016, HLYKworld and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak of the pandemic is materially adversely affecting the Company’s employees, patients, communities and business operations, as well as the U.S. economy and financial markets. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions and our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. In response to COVID-19, the Company implemented additional safety measures in its patient services locations and its corporate headquarters.

NOTE 4 – ACQUISITION

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


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 4 – ACQUISITION (CONTINUED)

Under the terms of acquisition, the Company paid AEU equity holders consideration of (i) received proceeds$125,000 cash (less $9,161 cash on hand at AEU as of $374,000 from the saleclosing date), (ii) payment in cash of 6,167,500direct financial obligation of AEU on, or in close proximity to, the date of the business combination, in the amount of $185,077, and (iii) 792,394 shares of Company common stock (ii) received net proceeds of $475,000 from the issuance of convertible promissory notes withat closing. The total consideration fair value represents a combined facetransaction value of $600,000, and (iii) entered into an Investment Agreement (the “Investment Agreement”) pursuant to which$404,720. The following table summarizes the investor has agreed to purchase up to $3,000,000fair value of HLYK common stock over a three-year period starting upon registrationconsideration paid:

Cash consideration $125,000 
Payment of AEU debt obligations in cash  185,077 
Fair value of shares issued at closing  103,804 
Less cash received  (9,161)
     
Total Fair Value of Consideration Paid $404,720 

The fair value of the underlying792,394 common shares with such shares put toissued as part of the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal toacquisition consideration was determined using the average trading volumeclosing price of the Company’s common shares for the ten consecutive tradingfive days prior topreceding the put notice being issued. Duringacquisition date.

The following table summarizes the nine months ended September 30, 2017,preliminary estimated fair values of the Company received $15,356identifiable assets acquired and liabilities assumed at the acquisition date:

Property, plant and equipment $152,759 
Right of use lease asset  80,264 
Accounts payable and accrued expenses  (32,493)
Loans payable  (41,037)
Amounts due to sellers  (6,642)
Lease liability  (80,264)
     
Fair Value of Identifiable Assets Acquired and Liabilities Assumed $72,587 

Goodwill of $332,133 arising from the proceedsacquisition consists of the sale of 57,016 shares pursuant to the Investment Agreement.

The Company intends that the cost of implementing its development and sales efforts related to the HealthLynked Network, as well as maintaining its existing and expanding overhead and administrative costs, will be funded principally by cash received by the Company from the put rightsvalue associated with the Investment Agreement and supplemented by other funding mechanisms, including loans from related parties and convertible notes. The Company expects to repay its outstanding convertible notes – of which $111,000 face value matures on January 22, 2018, $53,000 on April 15, 2018, $35,000 on June 15, 2018, $550,000 on July 7, 2018, and $50,000 on July 11, 2018, and $55,000 on September 11, 2018 – from outside funding sources, including but not limited to amounts available upon the exerciselegacy name. None of the put rights grantedgoodwill recognized is expected to the Company under the Investment Agreement, sales of equity, loans from related parties and others or through the conversion of the notes into equity. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company’s business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan.deductible for income tax purposes.

 

NOTE 4 – DEFERRED OFFERING COSTS

On July 7, 2016,The following table represents the Company entered intopro forma consolidated income statement as if AEU had been included in the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par valueconsolidated results of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company’s common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant datessix months ended June 30, 2022 and have an exercise price equal to 130% of the weighted average purchase price for the respective “$50,000 increment.”

On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the “Amended Investment Agreement”) whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.

On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.2021.

 

10
  Six Months Ended June 30, 
  2022  2021 
Revenue $3,471,595  $4,914,468 
Net loss $(2,671,630) $(5,457,676)

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


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 20172022

(UNAUDITED)

NOTE 5 – PREPAID EXPENSES AND 2016

(UNAUDITED)OTHER

 

NOTE 4 – DEFERRED OFFERING COSTS (CONTINUED)Prepaid and other expenses as of June 30, 2022 and December 31, 2021 were as follows:

 

  June 30,  December 31, 
  2022  2021 
       
Insurance prepayments $23,835  $25,020 
Other expense prepayments  15,298   50,860 
Rent deposits  44,125   49,125 
Deferred equity compensation  108,125   151,250 
Total prepaid expenses and other  191,383   276,255 
Less: long term portion  (116,750)  (138,625)
Prepaid expenses and other, current portion $74,633  $137,630 

This

Deferred equity compensation reflects common stock grants made in 2021 from the Company’s 2021 Equity Incentive Plan that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the warrantsequity compensation was recorded as a deferred offering cost$165,000. Amortization was $9,062 and will be amortized over$-0-, respectively, in the period during whichthree months ended June 30, 2022 and $18,125 and $-0-, respectively, in the six months ended June 30, 2022 and 2021. At inception, the Company can access the financing, which begins the day afterrecorded a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the “SEC”), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the three and nine months ended September 30, 2017, the Company recognized $12,802 and $19,203, respectively, in general and administrative expense related to the cost of the warrants.corresponding liability captioned “Liability-classified equity instruments.”

NOTE 56 – PROPERTY, PLANT, AND EQUIPMENT

 

Property, plant and equipment at Septemberas of June 30, 20172022 and December 31, 2016 are2021 were as follows:

 

  September 30,  December 31, 
  2017  2016 
     (audited) 
Capital Lease equipment $343,492  $343,492 
Telephone equipment  12,308   12,308 
Furniture, Transport and Office equipment  433,059   419,821 
         
Total Property, plant and equipment  788,859   775,621 
Less: accumulated depreciation  (722,407)  (704,785)
         
Property, plant and equipment, net $66,452  $70,836 
  June 30,  December 31, 
  2022  2021 
       
Medical equipment $493,854  $484,126 
Furniture, office equipment and leasehold improvements  316,463   149,868 
         
Total property, plant and equipment  810,317   633,994 
Less: accumulated depreciation  (338,448)  (283,512)
         
Property, plant and equipment, net $471,869  $350,482 

 

Depreciation expense during the three months ended SeptemberJune 30, 20172022 and 20162021 was $6,055$29,967 and $5,718,$27,525, respectively. Depreciation expense during the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was $17,622$54,936 and $15,804,$54,421, respectively.


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 7 – INTANGIBLE ASSETS AND GOODWILL

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

  June 30,  December 31, 
  2022  2021 
       
NCFM: Medical database $1,101,538  $1,101,538 
NCFM: Website  41,000   41,000 
CHM: ACO physician contracts  1,073,000   1,073,000 
MOD: Website  3,538,000   3,538,000 
         
Total intangible assets  5,753,538   5,753,538 
Less: accumulated amortization  (1,231,283)  (873,417)
         
Intangible assets, net $4,522,255  $4,880,121 

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

  June 30,  December 31, 
  2022  2021 
       
CHM $381,856  $381,856 
MOD  766,249   766,249 
AEU  332,133    
         
Goodwill $1,480,238  $1,148,105 

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

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

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

NOTE 8 – LEASES

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


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 8 – LEASES (CONTINUED)

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

  June 30,  December 31, 
  2022  2021 
Lease assets $728,921  $526,730 
         
Lease liabilities        
Lease liabilities (short term) $385,745  $288,966 
Lease liabilities (long term)  345,236   239,225 
Total lease liabilities $730,981  $528,191 

Lease expense was $105,514 and $76,855 in the three months ended June 30, 2022 and 2021, respectively, and $206,908 and $142,366 in the six months ended June 30, 2022 and 2021, respectively.

 

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

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

NOTE 69 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

  June 30,  December 31, 
  2022  2021 
       
Trade accounts payable $523,144  $306,220 
Accrued payroll liabilities  128,899   172,500 
Accrued operating expenses  264,852   265,411 
Accrued interest  55,098   46,712 
Accrued settlement of litigation and other dispute      
  $971,993  $790,843 


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 10 – CONTRACT LIABILITIES

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

  June 30,  December 31, 
  2022  2021 
       
Patient services paid but not provided $26,249  $42,530 
Consulting services paid but not provided     25,000 
Unshipped products  11,387   5,308 
  $37,636  $72,838 

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

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

 

Amounts due to related parties as of SeptemberJune 30, 20172022 and December 31, 20162021 were comprised of deferred compensation payable to the following:Company’s founder and CEO, Dr. Michael Dent, in the amount of $300,600.

 

  September 30,  December 31, 
  2017  2016 
     (audited) 
Current portion:      
Notes payable and accrued interest, Dr. Michael Dent $320,011  $--- 
Deferred compensation, Dr. Michael Dent  300,600   300,600 
Due to MedOffice Direct  ---   11,192 
Total current portion  620,611   311,792 
         
Long term portion:        
Notes payable and accrued interest, Dr. Michael Dent  253,242   237,157 
         
Total due to related parties $873,853  $548,949 

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

 

11

NOTE 12 – GOVERNMENT AND OTHER NOTES PAYABLE

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

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

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

Interest accrued on government and vendor notes payable as of June 30, 2022 and December 31, 2021 was $33,108 and $24,723, respectively. Interest expense on the loans was $4,166 and $4,207 for the three months ended June 30, 2022 and 2021, respectively, and $8,385 and $8,368 for the six months ended June 30, 2022 and 2021, respectively.

In connection with the May 13, 2022 acquisition of AEU, the Company acquired a bank note payable with a remaining principal balance of $9,689 and a note payable to AEU’s payment service with a remaining principal balance of $31,348 as of the acquisition date and $9,177 and $31,348 as of June 30, 2022. The bank note was paid in full during July 2022.


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

NOTE 6 – DUE TO RELATED PARTY (CONTINUED)

Dr. Michael Dent

Prior to August 2014, NWC was owned and controlled by the Company’s Chief Executive Officer, Dr. Michael Dent (“DMD”). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. During January 2017, the note was again amended to extend the maturity date until December 31, 2018, to accrue interest on outstanding balances after January 1, 2017 at a rate of 10% per annum, and to fix interest accrued on balances between January 1, 2015 and December 31, 2016 at an amount equal to $22,108 (the “$750k DMD Note”). All principal and interest is due at maturity of the $750k DMD Note. Interest accrued on the $750k DMD Note as of September 30, 2017 and December 31, 2016 was $38,192 and $22,108, respectively.

During the nine months ended September 30, 2017, the Company borrowed $308,500 from Dr. Dent under unsecured promissory notes as follows:

Inception Date Maturity Date Interest Rate  Amount 
January 12, 2017 January 13, 2018  10% $35,000 
January 18, 2017 January 19, 2018  10%  20,000 
January 24, 2017 January 15, 2018  10%  50,000 
February 9, 2017 February 10, 2018  10%  30,000 
April 20, 2017 April 21, 2018  15%  10,000 
June 15, 2017 June 16, 2018  10%  32,500 
August 17, 2017 August 18, 2018  10%  20,000 
August 24, 2017 August 25, 2018  10%  37,500 
September 7, 2017 September 8, 2018  10%  35,000 
September 21, 2017 September 22, 2018  10%  26,500 
September 29, 2017 September 30, 2018  10%  12,000 
           
        $308,500 

Interest accrued on the 2017 DMD Notes as of September 30, 2017 and December 31, 2016 was $11,511 and -0-, respectively.

MedOffice Direct

During 2016, MedOffice Direct (“MOD”), a company majority-owned by the Company’s CEO and largest shareholder, Dr. Michael Dent, paid a direct obligation of the Company in the amount of $25,000. The Company also paid direct obligations of MOD totaling $13,808 in 2016, resulting in an amount payable to MOD of $11,192 as of December 31, 2016. This amount was paid in full in January 2017.

During the nine months ended September 30, 2017, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees. The agreement is effective from January 1, 2017 through July 31, 2018. During the three and nine months ended September 30, 2017, the Company recognized rent expense related to the marketing agreement in the amount of $6,120 and $18,360, respectively, pursuant to this agreement and had prepaid an additional $4,929 toward future rent as of September 30, 2017.

 

12

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 7 – CAPITAL LEASE

Capital lease obligations as of September 30, 2017 and December 31, 2016 are comprised of the following:

  September 30,  December 31, 
  2017  2016 
     (audited) 
Note payable, New Everbank Lease $44,341  $58,102 
Less: note payable, New Everbank Lease (Capital leases), current portion  (18,348)  (18,348)
         
Notes payable, bank loans and capital leases, long-term portion $25,993  $39,754 

In March 2015, the Company entered into a capital equipment finance lease for Ultra Sound equipment with Everbank. There was no interest on this lease. The monthly payment is $1,529 for 60 months ending in March 2020. As of September 30, 2017, the Company owed Everbank $48,928 pursuant to this capital lease. During the nine months ended September 30, 2017 and 2016, the Company made payments on capital leases of $13,761 and $13,761, respectively.

Future minimum payments to which the Company is obligated pursuant to the capital leases as of September 30, 2017 are as follows:

2017 (October to December) $4,587 
2018  18,348 
2019  18,348 
2020  3,058 
2021  --- 
     
Total $44,341 

NOTE 8 – NOTES PAYABLE

On July 11, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement (“MCA”) with Power Up Lending Group, Ltd. (the “PULG”) pursuant to which the Company received an advance of $26,000 before closing fees. The Company is required to repay the advance, which acts like an ordinary note payable, at the rate of $1,372 per week until the balance of $34,580 has been repaid. At inception, the Company recognized a note payable in the amount of $34,580 and a discount against the note payable of $9,550. The discount is being amortized over the life of the instrument. During each of the three and nine month periods ending September 30, 2017, the Company recognized amortization of the discount in the amount of $4,227. As of September 30, 2017, the net carrying value of the instrument was $14,162.

On August 9, 2017, the Company entered into a second MCA with PULG pursuant to which the Company received an advance of $51,000 before closing fees. The Company is required to repay the advance, which acts like an ordinary note payable, at the rate of $2,752 per week until the balance of $69,360 has been repaid. At inception, the Company recognized a note payable in the amount of $69,360 and a discount against the note payable of $19,380. The discount is being amortized over the life of the instrument. During each of the three and nine month periods ending September 30, 2017, the Company recognized amortization of the discount in the amount of $5,477. As of September 30, 2017, the net carrying value of the instrument was $36,190.

13

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 9 –CONVERTIBLE13 – CONVERTIBLE NOTES PAYABLE

 

ConvertibleThe Company had no convertible notes payable as of SeptemberJune 30, 2017 and2022 or December 31, 2016 are2021.

On January 6, 2021, the holder of the Company’s four remaining fixed rate convertible promissory notes with a face value of $1,038,500 – comprised of the following:

  September 30,  December 31, 
  2017  2016 
     (audited) 
Face Value      
$550k Note - July 2016 $550,000  $550,000 
$50k Note - July 2016  50,000   50,000 
$111k Note - May 2017  111,000   --- 
$53k Note - July 2017  53,000   --- 
$35k Note - September 2017  35,000   --- 
$55k Note - September 2017  55,000   --- 
   854,000   600,000 
Unamortized Discount        
$550k Note - July 2016 $---  $(96,631)
$50k Note - July 2016  ---   (17,701)
$111k Note - May 2017  (35,917)  --- 
$53k Note - July 2017  (37,423)  --- 
$35k Note - September 2017  (32,135)  --- 
$55k Note - September 2017  (52,137)  --- 
   (157,612)  (114,332)
Net Book Value        
$550k Note - July 2016 $550,000  $453,369 
$50k Note - July 2016  50,000   32,299 
$111k Note - May 2017  75,083   --- 
$53k Note - July 2017  15,577   --- 
$35k Note - September 2017  2,865   --- 
$55k Note - September 2017  2,863   --- 
         
Convertible notes payable, net of original issue discount and debt discount $696,388  $485,668 

Convertible Notes Payable ($550,000) – July 2016

On July 7, 2016, the Company entered into a $550,000 6% fixed convertible secured promissory note with an investor with a face value of $550,000dated July 7, 2016 (the “$550k Note”). The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after, a $50,000 original issue discount. At inception, the investors were also granted10% fixed convertible commitment fee promissory note dated July 7, 2016 (the “$50k Note”), $81,000 of principal remaining on a five-year warrant to purchase 6,111,111 shares of the Company’s common stock at an exercise price of $0.09 per share. The fair value of the warrants was calculated using the Black-Scholes pricing model at $157,812, with the following assumptions: risk-free interest rate of 0.97%, expected life of 5 years, volatility of 40%$111,000 10% fixed convertible secured promissory note dated May 22, 2017 (the “$111k Note”), and expected dividend yield of zero. The net proceeds from the issuance ofa $357,500 10% fixed convertible note dated April 15, 2019 (the “$357.5k Note” and together with the $550k Note, being $500,000 after the original issue discount, were then allocated to the warrants$50k Note and the convertible note instrument based on their relative fair values, of which $111,479 was allocated to$111k Note, the warrants and $388,521 to the convertible note. The intrinsic value of the embedded conversion feature of the $550k Note was then calculated as $161,479. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $550k Note. 

14

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 9 –CONVERTIBLE NOTES PAYABLE (CONTINUED)

The final allocation of the proceeds at inception was as follows:

Original issue discount $50,000 
Warrants  111,479 
Embedded conversion feature  161,479 
Convertible note  227,042 
     
Face value of convertible note $550,000 

The $550k Note was originally schedule to mature on April 11, 2017. During February 2017, the holder of the $550k Note“Remaining Notes”) – agreed to extend the maturity date until July 7, 2017 in exchange for a five-year warranton the Remaining Notes to purchase 500,000 shares of HLYK common stock at an exercise price of $0.15 per share. The fair value of the warrants of $7,506 was recorded as an additional discount against the $550k Note and was amortized over the new remaining life of the $550k Note. The fair value of the warrant was calculated using the Black-Scholes pricing model at $7,506, with the following assumptions: risk-free interest rate of 1.89%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. The issuance of the warrants inJanuary 14, 2021. In exchange for the maturity extension, was treated as a modificationthe Company agreed to extend the expiration date of 3,508,333 existing debt pursuant to the guidance of ASC 470-50 “Debt – Modifications and Extinguishments” (“ASC 470-50”).

On August 8, 2017, in exchange for a five-year warrant to purchase 1,000,000 shares of HLYK common stock at an exercise price of $0.30 per share,warrants held by the holder of the $550k Note agreed to (i) further extend the maturity date of the $550k Note(the “Extended Warrants”) from dates between July 2021 and March 2022 until July 7, 2018, and (ii) further extend the maturity date of the $50k Note (as defined herein) until July 11, 2018. The fair value of the warrant was calculated using the Black-Scholes pricing model at $290,581, with the following assumptions: risk-free interest rate of 1.81%, expected life of 5 years, volatility of 190.86%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as a modification of existing debt pursuant to the guidance of ASC 470-50.March 2023. Because the fair value of the warrantsconsideration issued was greater than 10% of the present value of the remaining cash flows under the $550k Note and $50k Note,modified Remaining Notes, the transaction was treated as a debt extinguishment and reissuance of a new debt instrument, withinstruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $126,502 in the six months ended June 30, 2021, equal to the incremental fair value of the warrants of $290,581 recorded as a loss on debt extinguishment. The carrying valueExtended Warrants before and after the modification.

On January 14, 2021, the Company and the holder of the $550k Note (as well as the $50k Note) did not change as a result of the extinguishment since the discounts recognized at inception of both notes were fully amortized at the time of the warrant issuance.

The discounts resulting from the original issue discount, warrants and embedded conversion feature were amortized over the life of the $550k Note. Amortization expense related to these discounts in the three months ended September 30, 2017 and 2016 was $3,061 and $100,187, respectively. Amortization expense related to these discounts in the nine months ended September 30, 2017 and 2016 was $104,137 and $100,187, respectively. As of September 30, 2017, the unamortized discount was $-0-. As of September 30, 2017, the $550k note was convertible into 6,875,000 of the Company’s common shares.

During the nine months ended September 30, 2017 and 2016, the Company made no repayments on the $550k Note. During the three months ended September 30, 2017 and 2016, the Company recorded interest expense on the $550k Note totaling $8,318 and $7,685, respectively. During the nine months ended September 30, 2017 and 2016, the Company recorded interest expense on the $550k Note totaling $24,682 and $7,685, respectively.

ConvertibleRemaining Notes Payable ($50,000) – July 2016

On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with aseries of agreements pursuant to which (i) the holder agreed to convert the full face value of $50,000 maturing$1,038,500 and $317,096 of accrued interest on July 11, 2017 (the “$50k Note”). The $50k note was issued as a commitment fee payablethe Remaining Notes into 13,538,494 shares of common stock pursuant to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registrationoriginal conversion terms of the shares underlying notes, (ii) the Investment Agreement. The $50k Note is convertible intoholder agreed to a 180-day leak out provision, whereby, from and after January 14, 2021, it may not sell shares of the Company’s common stock at the discretionin excess of the note holder at a fixed price of $0.10 per share. The embedded conversion feature did not have any intrinsic value at issuance. Accordingly, the full face value of $50,000 was allocated to the convertible note instrument. As of September 30, 2017, the $50k Note was convertible into 500,0005% of the Company’s common shares.

15

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 9 –CONVERTIBLE NOTES PAYABLE (CONTINUED)

Duringdaily trading volume for the nine months ended September 30, 2017first 90 days and 2016, the Company made no repayments on the $50k Note. During the three months ended September 30, 2017 and 2016, the Company recorded interest expense on the $50k Note totaling $1,260 and $1,164, respectively. During the nine months ended September 30, 2017 and 2016, the Company recorded interest expense on the $50k Note totaling $3,740 and $1,164, respectively.

Convertible Notes Payable ($111,000) – May 2017

On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the “$111k Note”). The $111k Note matures on January 22, 2018. The $111k Note is convertible into shares of the Company’s common stock atdaily volume for the discretion ofnext 90 days, subject to certain exceptions, (iii) the note holder atagreed to release all security interests and share reserves related to the Remaining Notes, and (iv) the Company issued to the holder a fixed price of $0.35 per share, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted anew five-year warrant to purchase 133,33313,538,494 shares of the Company’s common stock at an exercise price of $0.75$0.30 per share. The fair value of the warrants was calculated using the Black-Scholes pricing model at $42,305,In connection with the following assumptions: risk-free interest rateconversion, the Company recognized a loss on debt extinguishment of 1.80%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. The net proceeds from the issuance of the $111k Note, being $100,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $27,595 was allocated to the warrants and $72,405 to the convertible note. The intrinsic value of the embedded conversion feature of the $111k note was then calculated as $38,595. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $111k Note. The final allocation of the proceeds at inception was as follows:

Original issue discount $11,000 
Warrants  27,595 
Embedded conversion feature  38,595 
Convertible note  33,810 
     
Notes payable and bank loans, long-term portion $111,000 

The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $111k Note. Amortization expense related to these discounts$5,463,492 in the three and ninesix months ended SeptemberJune 30, 2017 was $28,986 and $41,273, respectively. No amortization expense was recognized during 2016 related to the $111k Note. As of September 30, 2017, the unamortized discount was $35,917. As of September 30, 2017, the $550k note was convertible into 317,143 of the Company’s common shares.

During the nine months ended September 30, 2017 and 2016, the Company made no repayments on the $111k Note. During the three and nine months ended September 30, 2017 and 2016, the Company recorded interest expense on the $111k Note totaling $4,168 and $5,935, respectively. No interest expense was recognized on this note in 2016.

Convertible Notes Payable ($53,000) – July 2017

On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note”) to PULG. The $53k Note included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note has an interest rate of 10% and a default interest rate of 22%. The $53k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $53k Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

16

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 9 –CONVERTIBLE NOTES PAYABLE (CONTINUED)

The fair value of the embedded conversion feature (“ECF”) of the $53k Note was calculated using the Black-Scholes pricing model at $58,154, with the following assumptions: risk-free interest rate of 1.23%, expected life of 0.76 years, volatility of 183.6%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $53k Note, a charge was recorded to “Financing cost” for2021, representing the excess of the fair value of the fairshares and warrant issued at conversion over the carrying value of the ECFhost instrument and accrued interest.

Prior to conversion, the Remaining Notes were carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of $58,154 over the net proceeds from the noteoperations under “Change in Fair Value of $50,000, for a net charge of $8,154. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.Debt.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature $58,154 
Original issue discount  3,000 
Financing cost  (8,154)
Convertible note  --- 
     
Notes payable and bank loans, long-term portion $53,000 

The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $53k Note. Amortization expense related to these discountschanges in fair value were $-0- in each of the three and nine months ended SeptemberJune 30, 2017 was $15,577. No amortization expense was recognized2022 and 2021 and were $-0- and $19,246 during 2016 related to the $53k Note. As of Septembersix months ended June 30, 2017, the unamortized discount was $37,423. As of September 30, 2017, the $53k Note was convertible into 362,022 of the Company’s common shares, based on a 39% discount to the last sale price of the Company’s common stock of $0.24 on September 30, 2017.2022 and 2021, respectively.

 

During the nine months ended September 30, 2017Interest expense on convertible notes outstanding were $-0- and 2016, the Company made no repayments on the $53k Note. During$4,372 during the three and ninesix months ended SeptemberJune 30, 20172021, respectively. There was no interest on convertible notes during the three and 2016,six months ended June 30, 2022.

NOTE 14 – SHAREHOLDERS’ EQUITY

Private Placements

On May 18, 2022, the Company recorded interest expense on the $53k Note totaling $1,191 and $1,191, respectively. No interest expense was recognized on this note in 2016.

Convertible Notes Payable ($35,000) – September 2017

On September 7, 2017, the Company entered into a securities purchase agreement for the salesold 66,667 shares of a $35,000 convertible note (the “$35k Note”) to PULG. The $35k Note included a $3,000 original issue discount, for net proceeds of $32,000. The $35k Note has an interest rate of 10% and a default interest rate of 20%. The $35k Note may be converted into common stock of thefor cash in a private placement transaction to an accredited investor. The Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specifiedreceived $10,000 in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $35k Note was calculated using the Black-Scholes pricing model at $38,338, with the following assumptions: risk-free interest rate of 1.21%, expected life of 0.77 years, volatility of 177.2%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $35k Note, a charge was recordedsale. In connection with the stock sale, the Company also issued 33,334 five-year warrants to “Financing cost” for the excesspurchase shares of the fair valuecommon stock at an exercise price of the fair value of the ECF of $38,338 over the net proceeds from the note of $32,000, for a net charge of $6,338. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:$0.25 per share.

 

Embedded conversion feature $38,338 
Original issue discount  3,000 
Financing cost  (6,338)
Convertible note  --- 
     
Notes payable and bank loans, long-term portion $35,000 

17

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 9 –CONVERTIBLE NOTES PAYABLE (CONTINUED)

The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $35k Note. Amortization expense related to these discounts in each of the three and nine months ended September 30, 2017 was $2,865. No amortization expense was recognized during 2016 related to the $35k Note. As of September 30, 2017, the unamortized discount was $32,135. As of September 30, 2017, the $35k Note was convertible into 239,071 of the Company’s common shares, based on a 39% discount to the last sale price of the Company’s common stock of $0.24 on September 30, 2017.

During the ninesix months ended SeptemberJune 30, 2017 and 2016, the Company made no repayments on the $35k Note. During the three and nine months ended September 30, 2017 and 2016, the Company recorded interest expense on the $35k Note totaling $220 and $220, respectively. No interest expense was recognized on this note in 2016.

Convertible Notes Payable ($55,000) – September 2017

On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the “$55k Note”) to Crown Bridge Partners LLC. The $55k Note included a $7,500 original issue discount, for net proceeds of $47,500. The 55k Note has an interest rate of 10% and a default interest rate of 12%. The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the Note is no longer outstanding.

The fair value of the ECF of the $55k Note was calculated using the Black-Scholes pricing model at $65,332, with the following assumptions: risk-free interest rate of 1.24%, expected life of 1 year, volatility of 175.1%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $55k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $65,332 over the net proceeds from the note of $47,500, for a net charge of $17,832. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature $65,332 
Original issue discount  7,500 
Financing cost  (17,832)
Convertible note  --- 
     
Notes payable and bank loans, long-term portion $55,000 

The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $55k Note. Amortization expense related to these discounts in each of the three and nine months ended September 30, 2017 was $2,863. No amortization expense was recognized during 2016 related to the $55k Note. As of September 30, 2017, the unamortized discount was $52,137. As of September 30, 2017, the $55k Note was convertible into 381,944 of the Company’s common shares, based on a 40% discount to the last sale price of the Company’s common stock of $0.24 on September 30, 2017.

During the nine months ended September 30, 2017 and 2016, the Company made no repayments on the $55k Note. During the three and nine months ended September 30, 2017 and 2016, the Company recorded interest expense on the $55k Note totaling $286 and $286, respectively. No interest expense was recognized on this note in 2016.

18

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory issued in 2017 for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each of the $53k Note, the $35k Note and the $55k Note and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.”

Derivative financial instruments recorded in the three and nine months ended September 30, 2017 include the following:

     Change in
fair value of
  Fair 
  Fair  Derivative  Value at 
  Value at  Financial  September 30, 
  Inception  Instruments  2017 
          
$53k Note ECF $58,154  $(4,769) $53,385 
$35k Note ECF  38,338   (578)  37,760 
$55k Note ECF  65,332   (65)  65,267 
             
  $161,824  $(5,412) $156,412 

Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.21-1.31%, expected life of 0.54-1.00 years, volatility of 175.1-183.6%, and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

NOTE 11 – SHAREHOLDERS’ DEFICIT

Issuance of Common Stock

During the nine months ended September 30, 2017,2021, the Company sold 4,412,49812,161,943 shares of common stock in 52 separate private placement transactions to 15 investors.transactions. The Company received $533,000$3,748,725 in proceeds from the sales. TheIn connection with the stock sales, the Company also issued 6,081,527 five-year warrants to purchase shares were issuedof common stock at a share priceexercise prices between $0.10$0.27 and $0.30$1.05 per share.

 

Prior Investment Agreement Draws

During the threesix months ended SeptemberJune 30, 2017,2021, the Company issued 57,0163,006,098 common shares pursuant to draws made by the Company under the Investment Agreement. The Companynow-expired July 2016 $3 million investment agreement and received $15,356an aggregate of $900,636 in net proceeds from the draws.

 

Shares issued to Consultants

During August 2017,the six months ended June 30, 2022 and 2021, the Company issued 276,850163,500 and 623,802 common shares, respectively, to a consultant.

Common Stock Issuable

As of September 30, 2017 and December 31, 2016,consultants for services rendered. In connection with the Company was obligated to issue 10,313 and 80,643 shares of common stock, respectively, in exchange for professional services provided by a third party consultant during the further quarter of 2016 and the first eight months of 2017. During the three and nine months ended September 30, 2017,issuances, the Company recognized expense related to shares earned byexpenses totaling $32,105 and $131,828 in the consultant of $17,705six months ended June 30, 2022 and $46,669,2021, respectively. During August 2017, 276,850 shares were issued to the consultant with a value of $49,996, in satisfaction of shares accrued through August 25, 2017.

 

19

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

NOTE 14 – SHAREHOLDERS’ EQUITY (CONTINUED)

Common Stock Issuable

 

NOTE 11 – SHAREHOLDERS’ DEFICIT (CONTINUED)As of June 30, 2022 and December 31, 2021, the Company was obligated to issue the following shares:

 

  June 30, 2022  December 31, 2020 
  Amount  Shares  Amount  Shares 
                 
Shares issuable to consultants, employees and directors $345,042   1,207,472  $282,347   719,366 

Stock Warrants

 

Transactions involving our stock warrants during the ninesix months ended SeptemberJune 30, 20172022 and 2021 are summarized as follows:

 

     Weighted 
     Average 
     Exercise 
  Number  Price 
Outstanding at beginning of the period  10,576,389  $0.08 
Granted during the period  8,990,000  $0.40 
Exercised during the period  ---  $--- 
Terminated during the period  ---  $--- 
Outstanding at end of the period  19,566,389  $0.23 
         
Exercisable at end of the period  19,566,389  $0.23 
         
Weighted average remaining life  4.5 years     
  2022  2021 
     Weighted     Weighted 
     Average     Average 
     Exercise     Exercise 
  Number  Price  Number  Price 
Outstanding at beginning of the period  59,796,992  $0.25   51,352,986  $0.14 
Granted during the period  33,334  $0.25   19,772,878  $0.35 
Exercised during the period    $0.00   (13,046,742) $(0.05)
Expired during the period  (786,667) $(0.44)    $ 
Outstanding at end of the period  59,043,659  $0.25   58,079,122  $0.23 
                 
Exercisable at end of the period  59,043,659  $0.25   58,079,122  $0.23 
                 
Weighted average remaining life  2.7 years       3.6 years     

 

The following table summarizes information about the Company’s stock warrants outstanding as of SeptemberJune 30, 2017:2022:

 

Warrants Outstanding  Warrants Exercisable 
      Weighted-          
      Average  Weighted-     Weighted- 
      Remaining  Average     Average 
Exercise  Number  Contractual  Exercise  Number  Exercise 
Prices  Outstanding  Life (years)  Price  Exercisable  Price 
$0.05 to 0.09   8,388,889   4.6  $0.08   8,388,889  $0.08 
$0.10 to 0.15   2,687,500   3.9  $0.11   2,687,500  $0.11 
$0.25 to 0.50   7,300,000   4.5  $0.33   7,300,000  $0.33 
$0.51 to 1.00   1,190,000   4.5  $0.97   1,190,000  $0.97 
$0.05 to 1.00   19,566,389   4.5  $0.23   19,566,389  $0.23 
Warrants Outstanding  Warrants Exercisable 
      Weighted-         
      Average Weighted-     Weighted- 
      Remaining Average     Average 
Exercise  Number  Contractual Exercise  Number  Exercise 
Prices  Outstanding  Life (years) Price  Exercisable  Price 
$0.0001 to 0.09   14,789,573  2.5 $0.07   14,789,573  $0.07 
$0.10 to 0.24   9,474,380  2.3 $0.17   9,474,380  $0.17 
$0.25 to 0.49   31,319,782  2.8 $0.31   31,319,782  $0.31 
$0.50 to 1.05   3,459,924  4.1 $0.69   3,459,924  $0.69 
$0.05 to 1.00   59,043,659  2.7 $0.25   59,043,659  $0.25 

 


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 14 – SHAREHOLDERS’ EQUITY (CONTINUED)

During the ninesix months ended SeptemberJune 30, 2017,2022 and 2021, the Company issued 8,990,000 warrants. The fair value of33,334 and 19,772,878 warrants, respectively, the warrant was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.74% to 1.95%, expected life of 5 years, volatility of 40 - 190.86%, and expected dividend yield of zero. The aggregate grant date fair value of which was $2,083 and $4,617,335, respectively. The fair value of the warrants issuedwas calculated using the following range of assumptions:

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

There were no warrants exercised during the ninesix months ended SeptemberJune 30, 2017 was $496,132.2022. During the six months ended June 30, 2021, the Company received $277,500 upon the exercise of 2,475,000 warrants with exercise prices between $0.10 and $0.252. Additionally, the Company issued 9,047,332 shares upon cashless exercise of 10,571,742 warrants exercised using a cashless exercise feature in settlement of litigation and other disputes in amounts totaling $614,221 that had been accrued in 2020.

 

Employee Equity Incentive PlanPlans

 

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

On September 9, 2021, the Company adopted the 2021 Employee Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having equity awards available to allow for equity participation by its employees. The 2021 EIP allows for the issuance of up to 20,000,000 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future.

 

During August 2017,Amounts recognized in the Company issued 207,500 shares of common stockfinancial statements with respect to employees under the EIPEIPs in the six months ended June 30, 2022 and 2021 were as a result of grants made in 2016 that vested during 2017.follows:

 

20
  2022  2021 
Total cost of share-based payment plans during the period $244,847  $461,224 
Amounts capitalized in deferred equity compensation during period $  $ 
Amounts charged against income for amounts previously capitalized $16,875  $ 
Amounts charged against income, before income tax benefit $261,722  $461,224 
Amount of related income tax benefit recognized in income $  $ 


 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

NOTE 14 – SHAREHOLDERS’ EQUITY (CONTINUED)

Stock Options  

 

NOTE 11 – SHAREHOLDERS’ DEFICIT (CONTINUED)

Stock options granted under the EIPs typically vest over a period of three to four years or based on achievement of Company and individual performance goals. The following table summarizes the status of shares issued and outstanding under the EIP outstandingstock option activity as of and for the ninesix months ended SeptemberJune 30, 2017:2022 and 2021:

 

Outstanding at beginning of the period1,552,500
Granted during the period---
Terminated during the period(228,750)
Outstanding at end of the period1,323,750
Shares vested at period-end795,000
Weighted average grant date fair value of shares granted during the period$---
Aggregate grant date fair value of shares granted during the period$---
Shares available for grant pursuant to EIP at period-end11,829,934
  2022  2021 
     Weighted
     Weighted
 
     Average
     Average
 
     Exercise
     Exercise
 
Stock options Number  Price  Number  Price 
Outstanding at beginning of period  3,456,250  $0.23   3,111,750  $0.20 
Granted during the period  925,000  $0.16   80,000  $0.75 
Exercised during the period  (12,500) $(0.26)  (145,500) $(0.11)
Forfeited during the period  (419,500) $(0.31)  (32,500) $(0.16)
Outstanding at end of period  3,949,250  $0.20   3,013,750  $0.22 
                 
Options exercisable at period-end  2,655,500  $0.20   2,173,750  $0.19 

 

Total stock basedAs of June 30, 2022, there was $166,575 of total unrecognized compensation recognized for grantscost related to options granted under the EIP was $2,435 and $3,030EIPs. That cost is expected to be recognized over a weighted-average period of 2.4 years.

The total fair value of options vested during the threesix months ended SeptemberJune 30, 20172022 and 2016,2021 was $42,966 and $64,321, respectively. Total stock based compensation recognized for grants under the EIP was $8,215 and $9,090The aggregate intrinsic value of share options exercised during the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021 was $388 and $76,670, respectively. Total unrecognized stock compensation related to theseThe weighted-average grant-date fair value of option grants made during the six months ended June 30, 2022 and 2021 was $31,655 as$0.09 per share and $0.62 per share, respectively. During the six months ended June 30, 2022, the Company issued 1,394 shares upon cashless exercise of September12,500 option shares exercised using a cashless exercise feature. During the six months ended June 30, 2017.2021, the Company received $16,450 upon the exercise of 145,500 options with exercise prices between $0.10 and $0.252.

 

A summaryThe fair value of each stock option award is estimated on the statusdate of non-vested shares issued pursuantgrant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s accounting policy is to estimate forfeitures in determining the EIP asamount of Septembertotal compensation cost to record each period. The fair value of options granted for the six months ended June 30, 2017 presented below:2022 and 2021 was calculated using the following range of assumptions:

 

     Weighted 
     Average 
     Grant Date 
  Shares  Fair Value 
Nonvested at January 1, 2017  940,000  $0.04 
Granted  ---  $--- 
Vested  (182,500) $0.04 
Forfeited  (228,750) $0.04 
Nonvested at September 30, 2017  528,750  $0.04 

Employee Stock Options

The following table summarizes the status of options outstanding as of and for the nine months ended September 30, 2017:

     Weighted 
     Average 
     Exercise 
  Number  Price 
Outstanding at beginning of the period  2,349,996  $0.12 
Granted during the period  ---  $--- 
Exercised during the period  ---  $--- 
Terminated during the period  ---  $--- 
Outstanding at end of the period  2,349,996  $0.12 
         
Options exercisable at period-end  462,500     
Weighted average remaining life (in years)  8.9     
Weighted average grant date fair value of options granted during the period $---     
Options available for grant at period-end  11,829,934     
  2022 2021
Pricing model utilized Binomial Lattice Binomial Lattice
Risk free rate range 2.81% to 2.90% 1.47% to 1.68%
Expected life range (in years) 10.00 years 10.00 years
Volatility range 74.38% to 74.50% 170.44% to 192.25%
Dividend yield 0.00% 0.00%

 

21

 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 1114 – SHAREHOLDERS’ DEFICITEQUITY (CONTINUED)

 

The following table summarizes information about the Company’s stock options outstanding as of September 30, 2017:

Options Outstanding  Options Exercisable 
      Weighted-          
      Average  Weighted-     Weighted- 
      Remaining  Average     Average 
Exercise  Number  Contractual  Exercise  Number  Exercise 
Prices  Outstanding  Life (years)  Price  Exercisable  Price 
$0.08   1,600,000   8.8  $0.08   100,000  $0.08 
$0.20   749,996   9.2  $0.20   ---  $--- 
$0.08 to 0.20   2,349,996   8.9  $0.12   100,000  $0.08 

Total stock based compensation recognized related to option grants was $2,235 and $2,396 during the three months ended September 30, 2017 and 2016. Total stock based compensation recognized related to option grants was $7,504 and $2,396 during the nine months ended September 30, 2017 and 2016.

A summary of the status and activity of non-vestednonvested options issued pursuant to the EIPEIPs as of Septemberand for the six months ended June 30, 2017 is presented below:2022 and 2021:

 

     Weighted 
     Average 
     Grant Date 
  Shares  Fair Value 
Nonvested at January 1, 2017  2,249,996  $0.03 
Granted  ---  $--- 
Vested  (362,500) $--- 
Forfeited  ---  $--- 
Nonvested at September 30, 2017  1,887,496  $0.03 
  2022  2021 
     Weighted
     Weighted
 
     Average
     Average
 
     Grant Date
     Grant Date
 
Stock options Shares  Fair Value  Shares  Fair Value 
Nonvested options at beginning of period  858,750  $0.23   1,044,375  $0.21 
Granted  925,000  $0.09   80,000  $0.62 
Vested  (195,750) $(0.22)  (255,000) $(0.25)
Forfeited  (294,250) $(0.26)  (29,375) $(0.12)
Nonvested options at end of period  1,293,750  $0.12   840,000  $0.24 

Stock Grants  

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

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

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

The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant using. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.

Liability-Classified Equity Instruments

During 2021, the Company made certain stock grants from the 2021 EIP that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the equity compensation was $165,000. The Company recognized an asset captioned “Deferred equity compensation” and an offsetting liability captioned as a “Liability-classified equity instrument.” During the six months ended June 30, 2022, the Company replaced certain variable share contracts with a new fixed share compensation structure. As a result, the Company de-recognized $25,000 of deferred stock compensation and liability-classified equity instruments. Amortization of the remaining deferred stock compensation assets in the three and six months ended June 30, 2022 was $9,063 and $18,125, respectively. There was no amortization related to deferred stock compensation assets in the three or six months ended June 30, 2021. The liability will be converted to equity when shares are issued pursuant to prescribed vesting events.


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 15 – CONTINGENT ACQUISITION CONSIDERATION

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

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

  June 30,  December 31, 
  2022  2021 
       
Fair value of HCFM contingent acquisition consideration $  $172,124 
Fair value of CHM contingent acquisition consideration  280,752   276,529 
Fair value of MOD contingent acquisition consideration  165,464   737,037 
Total contingent acquisition consideration  446,216   1,185,690 
Less: long term portion  (237,780)  (782,224)
Contingent acquisition consideration, current portion $208,436  $403,466 

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

  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
             
Change in fair value of HCFM contingent acquisition consideration $(31,121) $(38,145) $(35,259) $(49,453)
Change in fair value of CHM contingent acquisition consideration  (10,599)  94,555   (4,223)  61,303 
Change in fair value of MOD contingent acquisition consideration  135,488   218,201   571,572   (372,939)
                 
  $93,768  $274,611  $532,090  $(361,089)

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

2022 (July to December) $108,751 
2023  173,115 
2024  164,350 
  $446,216 

Hughes Center for Functional Medicine Acquisition – April 2019

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


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 15 – CONTINGENT ACQUISITION CONSIDERATION (CONTINUED)

Cura Health Management LLC Acquisition – May 2020

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

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

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

MedOffice Direct LLC Acquisition – October 2020

On October 19, 2020, the Company acquired a 100% interest in MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. With over 13,000 name brand medical products in over 150 different categories, MOD leverages pricing discounts with a small unit-of-measure direct-to-consumer shipping model to make ordering medical supplies more convenient and cost effective for its users. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805. Following the acquisition, the business of MOD comprised the Company’s Medical Distribution Division. Under the terms of acquisition, the Company paid the following consideration: (i) 19,045,563 shares of Company common stock issued at closing, (ii) partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash paid by the Company, and (iii) up to 10,004,749 restricted shares of the Company’s common stock over a four-year period based on MOD achieving revenue targets in calendar years 2021 through 2024 of $1,500,000, $1,875,000, $2,344,000, and $2,930,000, respectively.

NOTE 1216 – COMMITMENTS AND CONTINGENCIES

 

Service contractsContracts Related to Medicare Shared Savings Revenue

 

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


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 16 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

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

Supplier Concentration

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

Service contracts

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

 

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Leases

The Company has two real estate leases in Naples, Florida. The Company entered into an operating lease for its main office in Naples, Florida beginning on August 1, 2013 and expiring July 31, 2020. The lease is for a 6901 square-foot space. The base rent for the first full year of the lease term is $251,287 per annum with increases during the period. The Company entered into another operating lease in the same building for an additional 361 square feet space for use of the medical equipment for the same period. The base rent for the first full year of the lease term is $13,140 per annum.

 

22

HEALTHLYNKED CORPORATION

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)None.

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES (CONTINUED)Leases

 

During the nine months ended September 30, 2017, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MOD in the amountMaturities of $2,040 per month for office space in MOD’s facility used by the Company and its employees. The agreement is effective from January 1, 2017 through July 31, 2018. During the three and nine months ended September 30, 2017, the Company recognized rent expense related to the marketing agreement in the amount of $6,120 and $18,360, respectively, pursuant to this agreement and had prepaid an additional $4,929 toward future rentoperating lease liabilities were as follows as of SeptemberJune 30, 2017.2022:

 

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

Total lease expense for the three months ended September 30, 2017 and 2016 was $77,636 and $78,940, respectively. Total lease expense for the nine months ended September 30, 2017 and 2016 was $217,926 and $266,021, respectively.

Employment/Consulting Agreements

 

Future minimum lease payments (excluding real estate taxes and maintenance costs) as of September 30, 2017 are as follows:

2017 (October to December) $72,227 
2018  281,460 
2019  273,856 
2020  162,055 
2021  --- 
     
Total $789,598 

Employment/Consulting Agreements

The Company has employment agreements with eachcertain of its four physicians.physicians, nurse practitioners and physical therapists in the Health Services division. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance basedperformance-based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but NWC has no further severance obligation. During 2016, DMD retired from practice to focus on his duties as CEO of HLYK.

 

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

 

On July 1, 2016, HLYK2018, the Company entered into an agreement with Mr. George O’Leary, HLYK’sthe Company’s Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company.Directors. If Mr. O’Leary’s employment agreement continues until terminated by Mr. O’Leary or HLYK. If Mr. O’Leary employment is terminated by HLYKthe Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12)six months beginning on the date of termination. In addition to a base salary, the event thatagreement provided Mr. O’Leary terminateswith certain performance-based cash bonuses, stock grants, and stock option grants. The agreement expired on June 30, 2022.


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 16 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any accrued by unpaid salary and other benefits up to and includingsuch legal proceedings that will have, individually or in the date of termination.aggregate, a material adverse effect on its business, financial condition or operating results.

NOTE 1317 – SEGMENT REPORTING

 

The Company has two4 reportable segments: NWCHealth Services, Digital Healthcare, ACO/MSO and HLYK. NWCMedical Distribution. Health Services division is comprised of the operations of (i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice.Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery. The practice’s office is located in Naples, Florida. HLYKCompany’s Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network”,Network,” which will enable patients and doctors to keep track of medical information via the Internet in a cloud basedcloud-based system. Patients will completeThe ACO/MSO Division is comprised of the business acquired with CHM, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP as administered by the CMS, which rewards providers for efficiency in patient care. The Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a detailed online personalvirtual distributor of discounted medical history including past surgical history, medications, allergies,supplies selling to both consumers and family history. Once this information is entered patients and their treating physicians will be able to updatemedical practices throughout the information as needed to provide a comprehensive medical history.United States.

 

The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

 

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

23
  Three Months Ended June 30, 2022 
  Health
Services
  Digital
Healthcare
  ACO / MSO  Medical
Distribution
  Total 
Revenue               
Patient service revenue, net $1,431,776  $  $  $  $1,431,776 
Subscription, consulting and event revenue     1,638   84,658      86,296 
Product revenue           130,459   130,459 
Total revenue  1,431,776   1,638   84,658   130,459   1,648,531 
                     
Operating Expenses                    
Practice salaries and benefits  816,398            816,398 
Other practice operating expenses  639,119            639,119 
Medicare shared savings expenses        237,149      237,149 
Cost of product revenue           170,543   170,543 
Selling, general and administrative expenses     1,209,235      46,276   1,255,511 
Depreciation and amortization  30,418   1,594      176,900   208,912 
Total Operating Expenses  1,485,935   1,210,829   237,149   393,719   3,327,632 
                     
(Loss) income from operations $(54,159) $(1,209,191) $(152,491) $(263,260) $(1,679,101)
                     
Other Segment Information                    
Interest expense (income) $2,793  $1,695  $  $  $4,488 
Change in fair value of contingent acquisition consideration $  $(93,768) $  $  $(93,768)


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

 

NOTE 1317 – SEGMENT REPORTING (CONTINUED)

 

Segment information for the six months ended June 30, 2022 was as follows:

  Six Months Ended June 30, 2022 
  Health
Services
  Digital
Healthcare
  ACO / MSO  Medical
Distribution
  Total 
Revenue               
Patient service revenue, net $2,807,461  $  $  $  $2,807,461 
Subscription, consulting and event revenue     8,262   162,252      170,514 
Product revenue           277,428   277,428 
Total revenue  2,807,461   8,262   162,252   277,428   3,255,403 
                     
Operating Expenses                    
Practice salaries and benefits  1,534,471            1,534,471 
Other practice operating expenses  1,201,770            1,201,770 
Medicare shared savings expenses        464,878      464,878 
Cost of product revenue           331,354   331,354 
Selling, general and administrative expenses     2,474,111      116,540   2,590,651 
Depreciation and amortization  55,936   3,066      353,800   412,802 
Total Operating Expenses  2,792,177   2,477,177   464,878   801,694   6,535,926 
                     
Income (loss) from operations $15,284  $(2,468,915) $(302,626) $(524,266) $(3,280,523)
                     
Other Segment Information                    
Interest expense (income) $5,605  $3,906  $  $  $9,511 
Change in fair value of contingent acquisition consideration $  $(532,090) $  $  $(532,090)
                     
   June 30, 2022
Identifiable assets $2,324,726  $557,672  $1,122,804  $2,433,362  $6,438,564 
Goodwill $332,133  $  $381,856  $766,249  $1,480,238 
                     
   December 31, 2021
Identifiable assets $2,152,533  $3,450,332  $1,167,965  $2,775,621  $9,546,451 
Goodwill $  $  $381,856  $766,249  $1,148,105 


HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 17 – SEGMENT REPORTING (CONTINUED)

Segment information for the three months ended SeptemberJune 30, 2017 and 20162021 was as follows:

 

  Three Months Ended September 30, 2017  Three Months Ended September 30, 2016 
  NWC  HLYK  Total  NWC  HLYK  Total 
Revenue                  
Patient service revenue, net $480,723  $---  $480,723  $499,448  $---  $499,448 
                         
Operating Expenses                        
Salaries and benefits  345,895   160,311   506,206   347,242   85,707   432,949 
General and administrative  228,278   252,336   480,614   273,416   239,988   513,404 
Depreciation and amortization  5,601   455   6,056   5,718   ---   5,718 
Total Operating Expenses  579,774   413,102   992,876   626,376   325,695   952,071 
                         
Loss from operations $(99,051) $(413,102) $(512,153) $(126,928) $(325,695) $(452,623)
                         
Other Segment Information                        
Interest expense $5,723  $21,401  $27,124  $4,442  $8,967  $13,409 
Loss on extinguishment of debt $---  $290,581  $290,581  $---  $---  $--- 
Financing cost $---  $32,324  $32,324  $---  $---  $--- 
Amortization of original issue and debt discounts on convertible notes $---  $63,552  $63,552  $---  $100,187  $100,187 
Proceeds from settlement of lawsuit $---  $---  $---  $38,236  $---  $38,236 
Change in fair value of derivative financial instruments $---  $5,412  $5,412  $---  $---  $--- 
  Three Months Ended June 30, 2021 
  Health
Services
  Digital
Healthcare
  ACO / MSO  Medical
Distribution
  Total 
Revenue               
Patient service revenue, net $1,470,550  $  $  $  $1,470,550 
Subscription, consulting and event revenue     972   70,892      71,864 
Product revenue           168,206   168,206 
Total revenue  1,470,550   972   70,892   168,206   1,710,620 
                     
Operating Expenses                    
Practice salaries and benefits  903,032            903,032 
Other practice operating expenses  511,004            511,004 
Medicare shared savings expenses        197,463      197,463 
Cost of product revenue           159,998   159,998 
Selling, general and administrative expenses     1,073,712      73,766   1,147,478 
Depreciation and amortization  28,974   595      176,900   206,469 
Total Operating Expenses  1,443,010   1,074,307   197,463   410,664   3,125,444 
                     
Loss from operations $27,540  $(1,073,335) $(126,571) $(242,458) $(1,414,824)
                     
Other Segment Information                    
Interest expense $(1,758) $344  $  $(209) $(1,623)
Gain on extinguishment of debt $(502,959) $(118,110) $  $(11,757) $(632,826)
Change in fair value of contingent acquisition consideration $  $(274,611) $  $  $(274,611)

 

  As of September 30, 2017  As of December 31, 2016 
Identifiable assets $217,344  $151,538  $368,882  $240,115  $89,396  $329,511 

 

During

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 17 – SEGMENT REPORTING (CONTINUED)

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

  Six Months Ended June 30, 2021 
  Health
Services
  Digital
Healthcare
  ACO / MSO  Medical
Distribution
  Total 
Revenue               
Patient service revenue, net $2,984,926  $  $  $  $2,984,926 
Subscription, consulting and event revenue     12,085   147,434      159,519 
Product revenue           350,869   350,869 
Total revenue  2,984,926   12,085   147,434   350,869   3,495,314 
                     
Operating Expenses                    
Practice salaries and benefits  1,566,969            1,566,969 
Other practice operating expenses  1,241,788            1,241,788 
Medicare shared savings expenses        408,970      408,970 
Cost of product revenue           328,594   328,594 
Selling, general and administrative expenses     2,379,032      134,583   2,513,615 
Depreciation and amortization  57,297   1,190      359,640   418,127 
Total Operating Expenses  2,866,054   2,380,222   408,970   822,817   6,478,063 
                     
Income (loss) from operations $118,872  $(2,368,137) $(261,536) $(471,948) $(2,982,749)
                     
Other Segment Information                    
Interest expense $2,439  $6,626  $  $(100) $8,965 
(Gain) loss on extinguishment of debt $(502,959) $5,471,884  $  $(11,757) $4,957,168 
Change in fair value of debt $  $19,246  $  $  $19,246 
Change in fair value of contingent acquisition consideration $  $361,089  $  $  $361,089 
                     
   June 30, 2021
Identifiable assets $2,163,058  $2,843,315  $1,101,230  $3,077,259  $9,184,862 
Goodwill $  $  $381,856  $766,249  $1,148,105 

The Digital Healthcare made intercompany sales of $180 and $383 in the three months ended SeptemberJune 30, 2017, HLYK recognized revenue of $2,3772022 and 2021, respectively, and $460 and $563 in the six months ended June 30, 2022 and 2021, respectively, related to subscription revenue billed to and paid for by NWCthe Company’s physicians for access to the HealthLynked Network, whichNetwork. The Medical Distribution segment made intercompany sales of $8,717 and $-0- in the Company test-launched duringthree months ended June 30, 2022 and 2021, respectively, and $22,070 and $-0- in the third quarter of 2017. Thesix months ended June 30, 2022 and 2021, respectively, related to medical products sold to practices in the Company’s Health Services segment. Intercompany revenue for HLYK and the related expense for NWC werecosts are eliminated on consolidation.

 

24

NOTE 18 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans, which were extinguished and reissued and are therefore subject to fair value measurement, derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate was not fixed, and equity-class. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.


 

 

HEALTHLYNKED CORPORATIONCORP.

(FORMERLY KNOWN AS NAPLES WOMEN’S CENTER)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERJUNE 30, 2017 AND 20162022

(UNAUDITED)

NOTE 18 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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

 

NOTE 13 – SEGMENT REPORTING (CONTINUED)

  As of June 30, 2022  As of December 31, 2021 
  Level
1
  Level
2
  

Level

3

  Total  Level
1
  Level
2
  

Level

3

  Total 
Liability-classified equity instruments $         ---  $              ---  $136,250  $136,250  $  $  $162,500  $162,500 
Contingent acquisition consideration        446,216   446,216         1,185,690   1,185,690 
                                 
Total $  $  $582,466  $582,466  $  $  $1,348,190  $1,348,190 

 

Segment information forThe changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the ninethree and six months ended SeptemberJune 30, 20172022 and 2016 was2021 were as follows:

 

  Nine Months Ended September 30, 2017  Nine Months Ended September 30, 2016 
  NWC  HLYK  Total  NWC  HLYK  Total 
Revenue                  
Patient service revenue, net $1,473,639  $---  $1,473,639  $1,515,293  $---  $1,515,293 
                         
Operating Expenses                        
Salaries and benefits  1,025,333   443,878   1,469,211   1,001,838   132,235   1,134,073 
General and administrative  619,112   749,906   1,369,018   825,603   322,961   1,148,564 
Depreciation and amortization  16,858   765   17,623   15,804   ---   15,804 
Total Operating Expenses  1,661,303   1,194,549   2,855,852   1,843,245   455,196   2,298,441 
                         
Loss from operations $(187,664) $(1,194,549) $(1,382,213) $(327,952) $(455,196) $(783,148)
                         
Other Segment Information                        
Interest expense $17,086  $47,835  $64,921  $15,424  $8,967  $24,391 
Loss on extinguishment of debt $---  $290,581  $290,581  $---  $---  $--- 
Financing cost $---  $32,324  $32,324  $---  $---  $--- 
Amortization of original issue and debt discounts on convertible notes $---  $194,120  $194,120  $---  $100,187  $--- 
Proceeds from settlement of lawsuit $---  $---  $---  $38,236  $---  $38,236 
Change in fair value of derivative financial instruments $---  $5,412  $5,412  $---  $---  $--- 
  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
             
Convertible notes payable $  $  $  $(19,246)
Contingent acquisition consideration  93,768   274,611   532,090   (361,089)
                 
Total $93,768  $274,611  $532,090  $(380,335)

 

During the nine months ended September 30, 2017, HLYK recognized revenue of $2,377 related to subscription revenue billed to and paid for by NWC physicians for access to the HealthLynked Network, which the Company test-launched during the third quarter of 2017. The revenue for HLYK and related expense for NWC were eliminated on consolidation.

NOTE 1419 – SUBSEQUENT EVENTS

 

On OctoberJuly 5, 2017,2022, the Company sold 211,1113,181,818 shares of common stock as well asfor cash in a private placement transaction to three separate accredited investors. The Company received $350,000 in proceeds from the sale. In connection with the stock sale, the Company also issued 1,590,909 five-year warrantwarrants to purchase an additional 126,666 shares of common stock at an exercise price of $0.30$0.22 per share to one investor. The Company received $38,000 in proceeds from the sale. The shares were issued at a share price of $0.18 per share.

 

On October 18, 2017, the Company sold 250,000 shares of common stock, as well as a five-year warrant to purchase an additional 166,666 shares at an exercise price of $0.30 per share, to one investor. The Company received $50,000 in proceeds from the sale. The shares were issued at a share price of $0.20 per share.

On October 23, 2017,July 5, 2022, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible noteSEPA with Yorkville, pursuant to PULG. The note has an interest rate of 10% and a default interest rate of 22%. The note may be converted into common stock ofwhich the Company byshall have the holder at any time following 180 days afterright, but not the issuance date, subjectobligation, to a 4.99% beneficial ownership limitation, at a conversion price per share equalsell to a 39% discountYorkville up to the average30,000,000 of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note to an individual lender. Net proceeds to the Company were $150,000. The note has an interest rate of 10% and a default interest rate of 22%. The note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On November 1, 2017, the Company sold 1,000,000its shares of common stock, par value $0.0001 to an accredited investorper share, at a purchase pricethe Company’s request any time during the commitment period commencing on July 5, 2022 and terminating on the earliest of $0.20 per share. Net proceeds(i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the Company were $200,000. The investor was also granted a five-year warrant to purchase 666,666SEPA for shares of the Company’s common stock equal to the commitment amount of 30,000,000 shares of common stock. Each SEPA Advance may be for a number of shares of common stock with an aggregate value of up to greater of: (i) an amount equal to thirty percent (30%) of the aggregate daily volume traded of the Company’s common stock for the three (3) trading days immediately preceding notice from the Company of an Advance, or (ii) 2,000,000 shares of common stock. The shares would be purchased at an exercise96.0% of the average of the daily volume weighted average price of $0.30 per share.the Company’s common stock as reported by Bloomberg L.P. during regular trading hours during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance.

 

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


 

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 19 – SUBSEQUENT EVENTS (CONTINUED)

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


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

AllYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements containedand the related notes appearing elsewhere in this report, other than statements ofreport. In addition to historical facts, that address future activities, events or developments, areinformation, this discussion and analysis contains forward-looking statements including, but not limited to, statements containing the word “believe,” “anticipate,” “expect”that involve risks, uncertainties and word of similar import. These statements are based on certain assumptions and analyses made by the Company in light of its experience and assessment of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate under the circumstances. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and thatassumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up companysection titled “Item 1A. Risk Factors” included in a highly competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto included elsewhereour most recent Annual Report on Form 10-K. All amounts in this prospectus. Except forreport are in U.S. dollars, unless otherwise noted.

Overview

HealthLynked Corp. (the “Company,” “we,” “our,” or “us”) was incorporated in the historical information contained herein, the discussion in this prospectus contains certain forward-looking statements that involve risks and uncertainties, such as statementsState of the Company’s plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. The Company’s actual results could differ materially from those discussed here.

Overview

The Company filed its Articles of IncorporationNevada on August 4, 20142014. We currently operate in Nevada. On September 3, 2014,four distinct divisions: the Company filed Amended Articles of Incorporation setting forthHealth Services Division, the total authorized shares of 250,000,000 shares, 230,000,000 of which are designated as common sharesDigital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and 20,000,000 as “blank check” preferred stock. The Company also had 2,953,840 designated shares of Series A Preferred Stock which were converted to common shares.

On September 5, 2014, the Company entered into the Share Exchange Agreement with NWC, acquiring 100%Medical Distribution Division. Our Health Services division is comprised of the LLC membership unitsoperations of NWC through the issuance of an aggregate of 50,000,000 shares of the Company’s common stock to the members of NWC.

NWC is(i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice engaged in improving the health of its patients through individualized and generalintegrative health care, and (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice located in Naples, Florida.

The CompanyBonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery. Our Digital Healthcare division develops and operates an online personal medical information and record archive system, the “HealthLynked Network”,Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud basedcloud-based system. Patients completeOur ACO/MSO Division is comprised of the operations of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020. CHM and AHP operate an Accountable Care Organization (“ACO”) and Managed Service Organization (“MSO”) that assists physician practices in providing coordinated and more efficient care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. Our Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a detailed online personalvirtual distributor of discounted medical history including past surgical history, medications, allergies,supplies selling to both consumers and family history. Once this information is entered patients and their treating physicians are able to updatemedical practices throughout the information as needed to provide a comprehensive medical history.United States we acquired on October 19, 2020.

 

The Company was formed for the purpose of acquiring NWC, and eventually developing its own online medical information system business as described above. Prior to the share exchange, NWC was an ongoing operation that had been in existence since 1996. NWC generated revenues in the prior years.

Critical accounting policies and significant judgments and estimates

 

This management’sFor a discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s condensed consolidated financial statements, which have been prepared in accordance with generally acceptedour critical accounting principlespolicies, see Note 2, “Significant Accounting Policies,” in the United States, or GAAP. The preparation of these condensedNotes to consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. The Company’s estimates are based on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that the accounting policies discussed below are critical to understanding the Company’s historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.Financial Statements.

 

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Patient service revenues are recognized at the time of service for the net amount expected to be collected. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45% of total billings. Trade accounts receivable are recorded at this net amount.

Capital Leases

Costs associated with capitalized leases are capitalized and depreciated ratably over the term of the related useful life of the asset and/or the capital lease term.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

27

 

Derivative Financial Instruments

The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair Value of Assets and Liabilities

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

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

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

Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability

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

Stock-Based Compensation

The Company accounts for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.

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Recurring Fair Value Measurements

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value.

Net Income (Loss) per Share 

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

Recent Accounting Pronouncements

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). The effective date for ASU 2017-13 is for fiscal years beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2017-13 on our unaudited consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of adopting ASU 2017-04 on our unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU 2017-04 on our unaudited condensed consolidated financial statements.

The Company applied ASU 2015-03: Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes.

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. The Company intends to adopt this guidance for the year ended December 31, 2017. The Company has not yet evaluated the impact the adoption this standard will have on its results of operations upon adoption.

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements-Going Concern. The amendments in this update apply to all reporting entities and require an entity’s management, in connection with preparing financial statements for each annual and interim reporting period, 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 the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for annual periods ending after December 15, 2016. The Company adopted this standard for the year ended December 31, 2016. Based on the results of our analysis, no additional disclosures were required.

The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified any that would have a material impact on the Company’s financial position, or statements.

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Results of Operations

 

Comparison of Three Months Ended SeptemberJune 30, 20172022 and 20162021

 

The following table summarizes the changes in our results of operations for the three months ended SeptemberJune 30, 20172022 compared with the three months ended SeptemberJune 30, 2016:2021:

 

  Three Months Ended September 30,  Change 
  2017  2016  $  % 
Patient service revenue, net $480,723  $499,448  $(18,725)  -4%
                 
Salaries and benefits  506,206   432,949   73,257   17%
General and administrative  480,614   513,404   (32,790)  -6%
Depreciation and amortization  6,056   5,718   338   6%
(Loss) income from operations  (512,153)  (452,623)  (59,530)  13%
                 
Loss on extinguishment of debt  (290,581)  ---   (290,581)  100%
Financing cost  (32,324)  ---   (32,324)  100%
Amortization of original issue and debt discounts on notes payable and convertible notes  (63,552)  (100,187)  36,635   -37%
Proceeds from settlement of lawsuit  ---   38,236   (38,236)  -100%
Change in fair value of derivative financial instruments  5,412   ---   5,412   100%
Interest expense  (27,124)  (13,409)  (13,715)  102%
Total other expenses  (408,169)  (75,360)  (332,809)  442%
                 
Net loss $(920,322) $(527,983) $(392,339)  74%
  Three Months Ended June 30,  Change 
  2022  2021  $  % 
             
Patient service revenue, net $1,431,776  $1,470,550  $(38,774)  -3%
Subscription, consulting and event revenue  86,296   71,864   14,432   20%
Product revenue  130,459   168,206   (37,747)  -22%
Total revenue  1,648,531   1,710,620   (62,089)  -4%
                 
Operating Expenses and Costs                
Practice salaries and benefits  816,398   903,032   (86,634)  -10%
Other practice operating expenses  639,119   511,004   128,115   25%
Medicare shared savings expenses  237,149   197,463   39,686   20%
Cost of product revenue  170,543   159,998   10,545   7%
Selling, general and administrative expenses  1,255,511   1,147,478   108,033   9%
Depreciation and amortization  208,912   206,469   2,443   1%
Loss from operations  (1,679,101)  (1,414,824)  (264,277)  19%
                 
Other Income (Expenses)                
Gain on extinguishment of debt     632,826   (632,826)  -100%
Change in fair value of contingent acquisition consideration  93,768   274,611   (180,843)  -66%
Interest expense  (4,488)  1,623   (6,111)  -377%
Total other income  89,280   909,060   (819,780)  -90%
                 
Net loss $(1,589,821) $(505,764) $(1,084,057)  214%

 

Revenue

Patient service revenue in the three months ended June 30, 2022 decreased by $18,725,$38,774, or 4%, from 20163% year-over-year, to 2017,$1,431,776, primarily as a result of decreased collections on similar gross billingpatient service revenue at our NWC practice of $200,442 due to the departure of a physician and a decrease at BTG of $17,529, offset by a year-over-year increase at our NCFM practice of $142,797 and the impactaddition of AEU revenue following its acquisition.

Subscription, consulting and event revenue in the three months ended June 30, 2022 increased by $14,432, or 20% year-over-year, to $86,296. Consulting revenue of $84,657 was earned by the ACO/MSO Division in 2022, compared to $70,893 in the three months ended June 30, 2021. Subscription and event revenue of $1,638 and $972 in 2022 and 2021, respectively, was earned from office closure during Hurricane IrmaDigital Healthcare division subscription revenues.

Product revenue was $130,459 in September 2017.the three months ended June 30, 2022, compared to $168,206 in the three months ended June 30, 2021, a decrease of $37,747, or 22%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD.

 

SalariesOperating Expenses and Costs

Practice salaries and benefits decreased by $86,634, or 10%, to $816,398 in the three months ended June 30, 2022, primarily as a result of cost-cutting measures at our NWC facility, offset by increased staffing at our NCFM facility corresponding to an increase in patient visits and revenue in 2022.

Other practice operating costs increased by $73,257,$128,115, or 17%25%, to $639,119 in 2017the three months ended June 30, 2022, primarily corresponding to an increase in NCFM patient visits and revenue in 2022 as well as the addition of costs associated with AEU following acquisition.


Medicare shared savings expenses increased by $39,686, or 20% to $237,149 in the three months ended June 30, 2022. Medicare shared savings expenses represent costs incurred to deliver Medicare shared savings revenue, including overhead and consulting fees related to advising participating physician practices, as well as the physicians’ portion of any shared savings received by the ACO.

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

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

Depreciation and amortization increased in the three months ended June 30, 2022 by $2,443, or 1%, to $208,912 compared to the three months ended June 30, 2021. We did not add any new intangible assets subject to amortization during either period.

Loss from operations increased by $264,277, or 19%, to $1,679,101 in the three months ended June 30, 2022 compared to the three months ended June 30, 2021, primarily as a result of increased salary expense associated with HLYK’s overhead and formation of the HLYK sales team.

Generalselling, general and administrative costs decreased by $32,790, or 6%,and practice operating costs, as well as one-time product costs recognized with no corresponding revenue in 2017 primarily due to the one-time legal and commission fees incurred in 2016 in connection with our public listing and 2016 financing transactions.second quarter 2022.

 

Depreciation and amortization increased by $338, or 6%, in 2017 primarily as a result of new property and equipment acquisitions in the fourth quarter of 2016 and the first three quarters of 2017.Other Income (Expenses)

 

Loss from operations increased by $59,530, or 13%, in 2017 primarily as a result of increased salaries, benefits and overhead costs associated with preparing for product launch and initial public listing, and the impact from office closure during Hurricane Irma in September 2017, offset by one-time legal and commission fees incurred in 2016 in connection with our public listing and 2016 financing transactions.

LossGain on extinguishment of debt in 2017 arosethe three months ended June 30, 2021 was $632,826, resulting from the issuanceforgiveness of a warrant to purchase 1,000,000 shares of HLYK common stock at an exercise price of $0.30 per share issued toPaycheck Protection Program (the “PPP”) loans taken by us in 2020 that were forgiven by the holder of the $550k NoteU.S. Small Business Administration (the “SBA”) in exchange for the extension of the maturity date of the note. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the $550k NoteMay and $50k Note, the transaction was treated as a debt extinguishment and reissuance of a new debt instrument, with the fair value of the warrants of $290,581 recorded as a loss on debt extinguishment.

Financing cost aroseJune 2021. There were no gains or losses from the issuanceextinguishment of three convertible promissory notesdebt in the third quarter of 2017 that reflected a floating conversion rate that gave rise to an ECF derivative instrument with a fair value greater than the face value of the notes. As a result, the excess of the fair value of the ECF derivative instrument over the face value of the notes totaling $32,324 was recognized as “Loss at inception of convertible notes payable” at the time of inception of the respective notes.

Amortization of original issue and debt discounts decreased by $36,635, or 37%, in 2017 as a result of the end of amortization of the $550k Note and the $50k Note in July 2017. These notes were amortized from their inception in July 2016 until early July 2017 with only small amortization amounts in third quarter 2017. These charges resulted from amortization of discounts against convertible notes related to an original issue discount, beneficial conversion feature, and warrants issued with convertible notes in 2016 and 2017.

2022.

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Proceeds from settlement of lawsuit were $38,236 in 2016, resulting from a one-time settlement of an employment dispute.

Change in fair value of derivative financial instruments was $5,412 in 2017 and resultsGains from the change in fair value of derivative financial instruments embeddedcontingent acquisition consideration decreased by $180,843, or 66%, to a gain of $93,768 in convertible promissory notes between inceptionthe three months ended June 30, 2022, compared to $274,611 in the three months ended June 30, 2021. Because contingent acquisition consideration related to our acquisition of such derivative instruments andMOD is payable in a fixed number of shares, changes in the fair value of the contingent acquisition consideration fluctuates with our share price. During each of the three months ended June 30, 2021, our share price decreased from the price at the end of the period.preceding quarter, resulting in a decrease in the fair value of the contingent acquisition consideration liability and a corresponding gain from the change in fair value of the liability.

 

Interest expense increased by $13,715,$6,111, or 102%377%, to $4,488 for the three months ended June 30, 2022, compared to interest income of $1,623 in 2017the three months ended June 30, 2021, as a result of increasedthe forgiveness of PPP loans in 2021. Remaining interest on new convertible notes issuedexpense relates to long-term SBA loans.

Total other income decreased by $819,780, or 90%, to $89,280 in 2017,the three months ended June 30, 2022 compared to $909,060 in the three months ended June 30, 2021. The change was primarily a result of a $632,826 gain from the forgiveness of PPP loans in 2021, as well as higher gains on notes issued to DMD.the change in fair value of contingent acquisition consideration in 2021.

 

Total other expensesNet loss increased by $332,809,$1,084,057, or 442%214%, to $1,589,821 in 2017the three months ended June 30, 2022, compared to net loss of $505,764 in the three months ended June 30, 2021, primarily as a result of (i) a loss on extinguishment of debt in 2017 in the amount of $290,581 in 2017 stemming from warrants issued to extend the maturity debt on outstanding convertible promissory notes, loss at inception of convertible notes issued in 2017 in the amount of $32,324, as well as income of $38,236$632,826 gain from the settlementforgiveness of a lawsuitPPP loans in 2016.2021, (ii) higher gains on the change in fair value of contingent acquisition consideration in 2021, (iii) increased selling, general and administrative costs and practice operating costs, and (iv) one-time product costs recognized with no corresponding revenue in second quarter 2022.

 

Net loss increased by $392,339, or 74%, in 2017 primarily as a result of loss on extinguishment of debt in 2017, increased salaries, benefits and overhead costs associated with preparing for product launch and public listing in 2017, the impact from office closure during Hurricane Irma in September 2017, as well as amortization of debt discounts on convertible notes, and loss at inception of convertible notes issued in 2017.


 

Comparison of NineSix Months Ended SeptemberJune 30, 20172022 and 20162021

 

The following table summarizes the changes in our results of operations for the ninesix months ended SeptemberJune 30, 20172022 compared with the ninesix months ended SeptemberJune 30, 2016:2021:

 

  

Nine Months Ended

September 30,

  Change 
  2017  2016  $  % 
Patient service revenue, net $1,473,639  $1,515,293  $(41,654)  -3%
                 
Salaries and benefits  1,469,211   1,134,073   335,138   30%
General and administrative  1,369,018   1,148,564   220,454   19%
Depreciation and amortization  17,623   15,804   1,819   12%
(Loss) income from operations  (1,382,213)  (783,148)  (599,065)  76%
                 
Loss on extinguishment of debt  (290,581)  ---   (290,581)  100%
Financing cost  (32,324)  ---   (32,324)  100%
Amortization of original issue and debt discounts on notes payable and convertible notes  (194,120)  (100,187)  (93,933)  94%
Proceeds from settlement of lawsuit  ---   38,236   (38,236)  -100%
Change in fair value of derivative financial instruments  5,412   ---   5,412   100%
Interest expense  (64,921)  (24,391)  (40,530)  166%
Total other expenses  (576,534)  (86,342)  (490,192)  568%
                 
Net loss $(1,958,747) $(869,490) $(1,089,257)  125%
  Six Months Ended June 30,  Change 
  2022  2021  $  % 
             
Patient service revenue, net $2,807,461  $2,984,926  $(177,465)  -6%
Subscription, consulting and event revenue  170,514   159,519   10,995   7%
Product revenue  277,428   350,869   (73,441)  -21%
Total revenue  3,255,403   3,495,314   (239,911)  -7%
                 
Operating Expenses and Costs                
Practice salaries and benefits  1,534,471   1,566,969   (32,498)  -2%
Other practice operating expenses  1,201,770   1,241,788   (40,018)  -3%
Medicare shared savings expenses  464,878   408,970   55,908   14%
Cost of product revenue  331,354   328,594   2,760   1%
Selling, general and administrative expenses  2,590,651   2,513,615   77,036   3%
Depreciation and amortization  412,802   418,127   (5,325)  -1%
Loss from operations  (3,280,523)  (2,982,749)  (297,774)  10%
                 
Other Income (Expenses)                
Loss on extinguishment of debt     (4,957,168)  4,957,168   -100%
Change in fair value of debt     (19,246)  19,246   -100%
Change in fair value of contingent acquisition consideration  532,090   (361,089)  893,179   -247%
Interest expense  (9,511)  (8,965)  (546)  6%
Total other income (expenses)  522,579   (5,346,468)  5,869,047   -110%
                 
Net loss $(2,757,944) $(8,329,217) $5,571,273   -67%

 

Revenue

Patient service revenue in the six months ended June 30, 2022 decreased by $41,654,$177,465, or 3%, from 20166% year-over-year, to 2017, primarily as a result of$2,807,461, primarily as a result of decreased collections on similar gross billingpatient service revenue at our NWC practice of $399,647 due to the departure of a physician and a decrease at BTG of $15,205, offset by a year-over-year increase at our NCFM practice of $200,987 and the impactaddition of AEU revenue following its acquisition.

Subscription, consulting and event revenue in the six months ended June 30, 2022 increased by $10,995, or 7% year-over-year to $170,514. Consulting revenue of $162,251 was earned by the ACO/MSO Division in 2022, compared to $147,434 in the three months ended June 30, 2021. Subscription and event revenue of $8,262 and $12,805 in 2022 and 2021, respectively, was earned from office closure during Hurricane IrmaDigital Healthcare division subscription revenues.

Product revenue was $277,428 in September 2017.the six months ended June 30, 2022, compared to $350,869 in the six months ended June 30, 2021, a decrease of $73,441, or 21%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD.

 

SalariesOperating Expenses and Costs

Practice salaries and benefits increaseddecreased by $335,138,$32,498, or 30%2%, to $1,534,471 in 2017the six months ended June 30, 2022 primarily as a result of cost-cutting measures at our NWC facility, offset by increased salary expensestaffing at our NCFM facility corresponding to an increase in patient visits and revenue in 2022.

Other practice operating costs decreased by $40,018, or 3%, to $1,201,770 in the six months ended June 30, 2022, due to reduced overhead at our NWC and NCFM facilities on a year-to-date basis, offset by the addition of costs associated with HLYK’s overhead and formationAEU following its acquisition.


Medicare shared savings expenses increased by $55,908, or 14% to $464,878 in the six months ended June 30, 2022.

Cost of product revenue was $331,354 in the HLYKsix months ended June 30, 2022, an increase of $2,760, or 1%, compared to the same period of 2021. During the six months ended June 30, 2022, we made two sales team.with corresponding cost of product revenue of $89,395 for which we do not believe it is probable that we will collect from the customers. As a result, the cost of product revenue is recognized in the three months ended June 30, 2022 with no corresponding revenue recognized.

 

GeneralSelling, general and administrative costs increased by $220,454,$77,036, or 19%3%, to $2,590,651 in 2017 due primarilythe six months ended June 30, 2022 compared to the increasesix months ended June 30, 2021, primarily due to more personnel, overhead, promotional and development costs in legal, accounting and other professional and administrative costs associatedour corporate function in connection with our preparation for the launch ofcontinued investment in the HealthLynked Network, as well as costs associated with our initial public listing.

offset by lower stock-based and cash-based consulting fees, and legal and accounting fees in 2022 compared to 2021.

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Depreciation and amortization increaseddecreased in the six months ended June 30, 2022 by $1,819,$5,325, or 12%1%, in 2017to $412,802 compared to the six months ended June 30, 2021, primarily as a result of certain fixed assets reaching the end of their depreciable lives. We did not add any new property and equipment acquisitions in the fourth quarter of 2016 and the first three quarters of 2017.intangible assets subject to amortization during either period.

 

Loss from operations increased by $599,065,$297,774, or 76%10%, to $3,280,523 in 2017the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily as a result of increased salaries, benefitslower patient service and overhead costs associated with HLYK’s overheadproduct revenue and formation of the HLYK sales teaman increase in selling, general and initial public listing, as well as the impact from office closure during Hurricane Irmaadministrative and Medicare shared savings expense, offset by reductions in September 2017.practice costs.

 

Other Income (Expenses)

Loss on extinguishment of debt in 2017 arosethe six months ended June 30, 2021 was $4,957,168 resulting from the issuance of a warrant to purchase 1,000,000 shares of HLYK common stock at an exercise price of $0.30 per share issued to the holder of the $550k Note in exchange for the extension of the maturity date of the note. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the $550k Note and $50k Note, the transaction was treated as a debt extinguishment and reissuance of a new debt instrument, with the fair value of the warrants of $290,581 recorded as(i) a loss on debt extinguishment.

Financing cost arose from the issuanceextinguishment of three convertible promissory notes in the third quarter of 2017 that reflected a floating conversion rate that gave rise to an ECF derivative instrument with a fair value greater than the face value of the notes. As a result,$5,463,592 representing the excess of the fair value of the ECF derivative instrumentshares and a warrant issued at conversion of convertible notes over the facecarrying value of the notes totaling $32,324 was recognized as “Loss at inceptionhost instruments and accrued interest, and (ii) a debt extinguishment gain of convertible notes payable” at$632,826 related to the timeforgiveness of inceptionPPP loans in May and June 2021. There were no gains or losses from the extinguishment of the respective notes.debt in 2022.

 

Amortization of original issue and debt discounts increased by $93,933, or 94%, in 2017 as a result of amortization of new notes issued in 2017.

Proceeds from settlement of lawsuit were $38,236 in 2016, resulting from a one-time settlement of an employment dispute.

Change in fair value of derivative financial instruments was $5,412 in 2017 and resultsLosses from the change in fair value of derivative financial instruments embeddeddebt was $19,246 in the six months ended June 30, 2021. Such losses resulted from certain convertible promissory notes between inception of such derivative instruments and notes payable to related parties that, in previous periods, were extended and treated as an extinguishment and reissuance for accounting purposes, requiring these notes to be subsequently carried at fair value. The change in fair value at the end of each reporting period was recorded as “Change in fair value of debt.” After conversion of our remaining convertible notes outstanding in January 2021, we had no further debt carried at fair value, and therefore no change in fair value of debt in the period.six months ended June 30, 2022

 

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

Interest expense increased by $40,530,$546, or 166%6%, to $9,511 for the six months ended June 30, 2022, compared to interest expense of $8,965 in 2017the six months ended June 30, 2021, as a result of increased interest on newthe repayment and conversion of convertible notes issuedand notes payable to related parties during 2020 and forgiveness of PPP loans in 2017,2021, leaving low-interest government loans as well as on notes issued to DMD.our only debt.

 

Total other expensesincome (expenses) increased by $490,192,$5,869,047, or 568%110%, to income of $522,579 in 2017the six months ended June 30, 2022 compared to expense of $5,346,468 in the six months ended June 30, 2021. The change was primarily a result of a $5,589,994 loss on extinguishment of debt associated with the retirement of our last remaining convertible notes payable in 2021, and a gain from the change in fair value of contingent acquisition recognized in the six months ended June 30, 2022, contrasted to a loss in the six months ended June 30, 2021, due principally to the fixed-share structure of the MOD contingent consideration.


Net loss decreased by $5,571,273, or 67%, to $2,757,944 in the six months ended June 30, 2022, compared to net loss of $8,329,217 in the six months ended June 30, 2021, primarily as a result of (i) a loss on extinguishment of debt of $5,589,994 in 20172021 associated with the retirement of our last remaining convertible notes payable, (ii) a $532,090 gain from the change in fair value of contingent acquisition recognized in 2022, as compared to a loss of $361,089 in 2021, due principally to the fair value impact of changes in our stock price on the fixed-share structure of the MOD contingent acquisition consideration, (iii) a decrease in patient services revenue at our NWC facility and a decrease in product revenue, and (iv) an increase in selling, general and administrative and Medicare shared savings expense, offset by (v) decreases in practice salaries and operating costs in our Health Services division.

Seasonal Nature of Operations

We acquired CHM in May 2020. CHM’s primary source of revenue is derived from payments earned under the Medicare shared savings program. Such amounts are determined annually when we are notified by CMS of the amount of $290,581shared savings earned. Accordingly, we recognize Medicare shared savings revenue in 2017 stemming from warrants issuedthe period in which the CMS notifies us of the exact amount of shared savings to extendbe paid, which historically has occurred during the maturity debt on outstanding convertible promissory notes, higher amortizationthree-month period ended September 30 for the program year ended December 31 of the previous year. Medicare shared savings revenue for the program year ended December 31, 2020, for which we received payment and interest expense relatedrecognized revenue in September 2021, was $2,419,312. Medicare shared savings revenue for the program year ended December 31, 2019, for which we received payment and recognized revenue in September 2020, was $767,744. Future recognition of Medicare shared savings revenue is expected to new convertible promissory notes issuedresult in 2017, a loss at inceptionmaterial increase in our consolidated revenues in the third fiscal quarter of convertible notes issuedeach year compared to the first, second and fourth fiscal quarters. Likewise, in 2017the period in which we recognize Medicare shared savings revenue, we also determine the amount of $32,324, as well as incomeshared savings expense to be paid to physicians participating in our ACO. This expense is also expected to be recognized in the third fiscal quarter of $38,236 fromeach year and is expected to materially increase our total operating expenses in the settlementthird fiscal quarter compared to other quarters of a lawsuit in 2016.the fiscal year.

 

Net loss increased by $1,089,257, or 125%, in 2017 primarily as a result of increased salaries, benefits and overhead costs associated with preparing for product launch and public listing in 2017, loss on extinguishment of debt in 2017, the impact from office closure during Hurricane Irma in September 2017, as well as higher amortization and interest expense related to new convertible promissory notes issued in 2017.

Liquidity and Capital Resources

 

Liquidity and Going Concern

 

During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (August 15, 2022). Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before August 15, 2023.

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

We have experienced net losses and cash outflows from operating activities since inception. As of SeptemberJune 30, 2017, the Company2022, we had cash balances of $251,118, a working capital deficit of $1,536,307$1,381,166 and an accumulated deficit $4,082,966.of $34,963,133. For the ninesix months ended SeptemberJune 30, 2017, the Company2022, we had a net loss of $1,958,747 and$2,757,944, net cash used by operating activities of $1,131,324. Net cash used in investing activities was $13,238. Net$2,518,152, and no cash provided by financing activities was $1,102,021, resulting principally from $548,356activities. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

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

On July 5, 2022, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we shall have the right to sell to Yorkville up to 30,000,000 of the sale of 4,469,514our shares of common stock, $308,470par value $0.0001 per share, at our request any time during the commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold us to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of our common stock during the applicable pricing period, we cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds to be raised by us from related party loansthose sales, if any.


On July 11, 2022, we filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022. Between July 19, 2022 and $229,500 netAugust 15, 2022, we completed three advances under the SEPA, receiving $88,897 in proceeds fromfor the issuance of convertible notes. Subsequent683,100 shares of common stock.

On July 19, 2022, pursuant to September 30, 2017,a Note Purchase Agreement between us and Yorkville, dated July 5, 2022, we issued to Yorkville a promissory note with an initial principal amount equal to $550,000 (the “Promissory Note”) at a purchase price equal to the Companyprincipal amount of the Promissory Note less any original issue discounts and fees. We received additional $150,000 net proceeds fromof $522,500. The Promissory Note will mature on the salesix-month anniversary of execution. The Promissory Note accrues interest at a convertible promissory noterate of 0%, but was issued with 5% original issue discount, and $200,000 fromwill be repaid in five equal monthly installments beginning on August 19, 2022. The Promissory Note may be repaid with the saleproceeds of 1,000,000 common sharesan advance under the SEPA, or repaid in cash and, if repaid in cash, together with an attached five-year warrant to purchase 666,666 shares of the Company’s common stock at an exercise price of $0.30 per share.a 2% premium.

 

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projectedWithout raising additional capital, either via Advances made pursuant to cover its operating expenses for the next twelve monthsSEPA or from the date of this report. These matters raiseother sources, there is substantial doubt about the Company’sour ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital fundsconcern through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

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The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations.August 15, 2023. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilitieshave been prepared assuming that may result should the Company be unable towe will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

 

DuringCOVID-19

A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the year ended December 31, 2016, HLYK (i) received proceedsworld and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. In March 2020, the World Health Organization declared the outbreak of $374,000 from the sale of 6,167,500 shares of common stock, (ii) received net proceeds of $475,000 from the issuance of convertible promissory notes withCOVID-19 a combined face value of $600,000, and (iii) entered into an Investment Agreement (the “Investment Agreement”) pursuant to which the investor has agreed to purchase up to $3,000,000 of HLYK common stock over a three-year period starting upon registrationpandemic. The outbreak of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company’s common shares for the ten consecutive trading days prior to the put notice being issued. During the nine months ended September 30, 2017, the Company received $15,356 from the proceeds of the sale of 57,016 shares pursuant to the Investment Agreement.

The Company intends that the cost of implementing its developmentpandemic is materially adversely affecting our employees, patients, communities and sales efforts related to the HealthLynked Network,business operations, as well as maintaining its existingthe U.S. economy and expanding overheadfinancial markets. The further spread of COVID-19, and administrative costs, will be funded principally by cash received by the Company fromrequirement to take action to limit the put rights associated with the Investment Agreement and supplemented by other funding mechanisms, including loans from related parties and convertible notes. The Company expects to repay its outstanding convertible notes – of which $111,000 face value matures on January 22, 2018, $53,000 on April 15, 2018, $35,000 on June 15, 2018, $550,000 on July 7, 2018, and $50,000 on July 11, 2018, and $55,000 on September 11, 2018 – from outside funding sources, including but not limited to amounts available upon the exercisespread of the put rights grantedillness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the Company under the Investment Agreement, sales of equity, loans from related parties and others or through the conversionultimate geographic spread of the notes into equity. No assurances can be given thatdisease, the Company will be ableduration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to access sufficient outside capitalcontain and treat the disease. In response to COVID-19, we implemented additional safety measures in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company’s businessour patient services locations and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan.

Significant Liquidity Events

Through September 30, 2017, we have funded our operations principally through a combination of related party debt and private placements of our common stock, as described below.

On July 7, 2016, we entered into three financing transactions as described below. The transactions closed on July 11, 2016.

First, we entered into the Investment Agreement with an accredited investor pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of our common stock during the five consecutive trading days prior to the date on which written notice is sent by us to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, pursuant to an Amended Investment Agreement dated March 22, 2017, we granted to the investor warrants to purchase an aggregate of seven (7) million shares of common stock with the following fixed exercise prices: (i) four million shares at $0.25 per share; (ii) two million shares at $0.50 per share; and (iii) one million shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered.

Second, we entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000. The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The investors were also granted a five-year warrant to purchase 6,111,111 shares of the Company’s common stock at an exercise price of $0.09 per share. The $550k Note was originally scheduled to mature on April 11, 2017. In February 2017, the holder of the $550k Note agreed to extend the maturity date first until July 7, 2017 in exchange for a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $0.15 per share and, most recently, until July 7, 2018 (as well as extend the maturity date of the $50k Note to July 11, 2018) in exchange for a five-year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.30 per share.

Third, we entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 maturing on July 11, 2017. The $50k note was issued as a commitment fee payable to the investor in exchange for the investor’s commitment to enter into the $3,000,000 purchase described above, subject to registration of the shares underlying the commitment. The $50k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.10 per share. The embedded conversion feature did not have any intrinsic value at issuance. On August 8, 2017, the holder of the Note agreed to extend the maturity date until July 11, 2018 (as well as extend the maturity date of the $550k Note to July 7, 2018) in exchange for a five-year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.30 per share.

corporate headquarters.

33

 

On May 22, 2017, we entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note matures on January 22, 2018. The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.35 per share, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share.

During the three months ended September 30, 2017, we entered into a three separate floating conversion rate convertible secured promissory notes with a combined face value of $143,000, from which we received net proceeds of $129,500.

During 2016, we also sold 6,167,500 shares of common stock in private placement transactions, generating aggregate proceeds of $374,000. During the nine months ended September 30, 2017, we received an additional $533,000 from the sale of 4,412,498 shares of our common stock in private placement transactions. During the third quarter of 2017 we also made our first draws on our $3,000,000 Investment Agreement totaling $15,356. Finally, we during 2017 we have borrowed $308,500 from our CEO Dr. Dent under 11 separate unsecured promissory notes.

Plan of operation and future funding requirements

 

Our plan of operations is to profitably operate NWCour Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network”, which enables patients and doctors to keep track of medical information via the Internet in a cloud based system.Network.”

 

During June 2017, we began a test-launch ofWe are marketing the HealthLynked Network in three test markets in Florida, which continued through the third quarter of 2017. We intend to market the HealthLynked Networkby targeting large health systems, hospitals and universities. In addition, we are marketing via direct sales force targeting physicians’ offices, direct to patientdirect-to-patient marketing, affiliated marketing campaigns, co-marketing with online medical supplies retailer MedOfficeDirect,our Medical Distribution businesses subsidiary MOD, and expanded southeast regional sales efforts. We intend that ourOur initial primary sales strategy will be directis utilizing Internet-based marketing to increase penetration to targeted geographical areas. These campaigns are focused on both physician salesproviders and patient members. We also are leveraging MOD’s discounted medical supplies as an offering to our patient and physician members in both the HealthLynked Network and our ACO network. We also intend to utilize physician telesales through the use of regional salestelesales representatives whom we will hire as access to capital allows. In combination with our direct sales, we intend to also utilize Internet based marketing to increase penetration to targeted geographical areas. These campaigns will be focused on both physician providers and patient members.

If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.

 

We anticipate that we will need an additional $375,000 in each of the fourth quarter of 2017 and first, second and third quarters of 2018 to properly execute our business plan. We anticipate that approximately 50% of this amount will be used for sales and marketing related costs and the remainder for executive compensation, IT expenses and legal and accounting expenses related to being a public company.

We intend that the cost of implementing our development and sales efforts related to the HealthLynked Network, as well as maintaining our existing and expanding overhead and administrative costs, will be funded principally by cash received by us from the put rights associated with the $3,000,000 Investment Agreement. We expect to repay outstanding convertible notes from outside funding sources, including but not limited to amounts available upon the exercise of the put rights granted to us under the Investment Agreement, sales of our equity, loans from related parties and others and the conversion of their notes to equity. No assurances can be given that we will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. In order to access cash available under the Investment Agreement, our common stock must be listed on a recognized stock exchange or market and the shares underlying the arrangement must be subject to an effective registration statement. On May 10, 2017, our stock began trading on the OTCQB, which qualifies as a recognized stock exchange or market pursuant to the terms of the Investment Agreement, under the symbol “HLYK.” Although we have met the requirements to utilize the funds available under the Investment Agreement, there can be no assurances that we will be able to continue to meet these requirements. Additionally, the amount available to us upon the exercise of the put rights granted to us under the Investment Agreement is dependent upon the trading volume of our stock. Between May 22, 2017 and September 30, 2017, our daily trading volume averaged only about 6,800 shares per day. Until our stock reaches more substantial volumes, the amounts available to us upon the exercise of the put rights granted to us under the Investment Agreement will not be sufficient to meet our capital requirements. If we are unable to access sufficient funds upon the exercise of the put rights granted to us under the Investment Agreement, then we will be required to seek alternative financing including additional equity and debt financing similar to what we have raised to date. There can be no assurances that such alternative financing sources will be available. If necessary funds are not available, our business and operations would be materially adversely affected and in such event, we would attempt to reduce costs and adjust our business plan.

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Historical Cash Flows

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

 

  Nine Months Ended September 30, 
  2017  2016 
Net cash (used in) provided by:      
Operating activities $(1,131,324) $(496,441)
Investing Activities  (13,238)  (12,611)
Financing activities  1,102,021   803,486 
Net increase (decrease) in cash $(42,541) $294,434 

Operating Activities– During the ninesix months ended SeptemberJune 30, 2017,2022, we used cash from operating activities of $1,131,324,$2,518,152, as compared with $496,441$2,261,352 in the same period of 2016.six months ended June 30, 2021. The increasedincrease in cash usage results from higher losses resulting primarily from increased salariesselling, general and benefits, as well an increaseadministrative costs increased related to our continued expansion and investment in sales, legal, accountingdeveloping and other overhead costs associated with preparing for product launch and public listing in 2017.marketing the HealthLynked Network.

 

Investing ActivitiesOur business is not capital intensive, and as such cash flows fromDuring the six months ended June 30, 2022, we used $531,864 in investing activities, are minimal in each period. Capital expendituresincluding $300,916 used to acquire AEU (net of $13,238 incash acquired), $207,384 contingent acquisition consideration payment paid the ninesellers of NCFM related to the third and final year of earn-out, and $23,564 to acquire fixed assets. During the six months ended SeptemberJune 30, 20172021, we used $203,399 in investing activities, including $196,000 contingent acquisition consideration payment paid the sellers of NCFM related to the second year of earn-out, plus $7,399 for the acquisition of computers and $12,611 in the nine months ended September 30, 2016 are comprised solely of computer equipment and furniture.equipment.

 

Financing Activities– During the ninesix months ended SeptemberJune 30, 2017, we realized $548,356 proceeds from sales of our common stock, $308,470 from related party loans, $229,500 from the issuance of convertible notes payable, and $75,010 from the issuance of notes payable. We also made repayments on loans from related party loans in the amount of $11,192, paid capital lease obligations of $13,761, and repaid notes payable in the amount of $34,362. During the nine months ended September 30, 2016,2022, we received proceeds of $475,000 from issuance of convertible promissory notes, $374,000$10,000 from the sale of common stock and $176,500paid $512 against notes acquired in the AEU transaction. Cash generated in the six months ended June 30, 2021 was comprised mainly of $4,649,360 from related party loans. We also made repaymentsthe sale of $123,273 against related party loans, $84,980 against bank loans payable,common stock pursuant to private placements and $13,761 against capital lease obligations. Since September 30, 2017puts under the company raised $400,000 in addition capital.

Exercise of Warrantsnow-expired July 2016 $3 million investment agreement and Options

There were no$293,951 proceeds generated from the exercise of warrants or options during the nine months ended September 30, 2017.

Other Outstanding Obligations at September 30, 2017

Warrants

As of September 30, 2017, 19,566,389 shares of our Common Stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $0.05 to $1.00.

Options

As of September 30, 2017, 2,349,996 shares of our Common Stock are issuable pursuant to the exercise of options with exercise prices ranging from $0.08 to $0.20.

Off Balance Sheet Arrangements

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

35

Contractual Obligations

Our contractual obligations as of September 30, 2017 were as follows:

  Operating  Capital  Total 
  Leases  Leases  Commitments 
2017 (October to December) $72,227  $4,587  $76,814 
2018  281,460   18,348   299,808 
2019  273,856   18,348   292,204 
2020  162,055   3,058   165,113 
2021  ---   ---   --- 
             
Total $789,598  $44,341  $833,939 

Operating lease commitments relate to three leases in Naples, Florida. First, the Company entered into an operating lease for its main office in Naples, Florida. The lease commenced on August 1, 2013 and expires July 31, 2020. The lease is foralso made cash repayments against a 6901 square-foot space. The base rent for the first full year of the lease term is $251,287 per annum with increases during the period. Second, the Company entered into another operating lease in the same building for an additional 361 square feet space for use of the medical equipment for the same period. The base rent for the first full year of the lease term is $13,140 per annum. Third, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MODvendor note in the amount of $2,040 per month for office space$51,109, retiring the note in MOD’s facility used by the Company and its employees. The agreement is effective from January 1, 2017 through July 31, 2018.full.

 

Capital lease commitments are comprised of a capital equipment finance lease for Ultra Sound equipment with Everbank. There was no interest on this lease. The monthly payment is $1,529 for 60 months ending in March 2020.

Item 3. Quantitative and qualitative disclosuresQualitative Disclosures about market riskMarket Risk

 

Pursuant to Item 305(e) of Regulation S-K (§229.305(e)), theThe Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined byin Rule 229.10(f)(1).

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

AsWe maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of September 30, 2017,1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, assessedincluding our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reportingdisclosure controls and procedures as of June 30, 2022 based on the criteria for effective internal control over financial reporting establishedframework in Internal Control--Integrated Framework“Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.(COSO) in 2013. Based on that evaluation, theyour management concluded that during the period covered by this report, such internalour disclosure controls and procedures were not effective to detect the inappropriate applicationas of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.June 30, 2022.

 

The material weaknesses consist of controls associated with segregation of duties and a lack of written policies and procedures for internal controls. To address the material weaknesses, we performed additional analyses and other post-closing procedures to ensure that our condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a majority of outside directors on our board of directors results 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.

Changes in Internal Control over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934)Act) during the three and nine monthsfiscal quarter ended SeptemberJune 30, 20172022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

36

 

 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

 

The Company is not required to provide the information required by this Itemitem as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Except as previously disclosed in a Current Report on Form 8-K or in a Form 10-Q, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this report.report:

 

During July 2017, the CompanyOn May 18, 2022, we sold 45,83366,667 shares of common stock for cash in a private placement transaction to three investors. The Companyan accredited investor. We received $13,000$10,000 in proceeds from the sale. TheIn connection with the stock sale, we also issued 33,334 five-year warrants to purchase shares were issuedof common stock at a sharean exercise price of $0.20$0.25 per share with respect to 27,500 shares and at $0.30 per share with respect to 38,333 shares.share.

 

The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(2)4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

Item 3. Defaults Upon Senior Securities

 

None.

Item 4. Mine Safety Disclosures

 

Not applicable.

Item 5. Other Information

 

None.Item 5.02 – Compensatory Arrangements of Certain Officers

 

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

37

 

Item 6. Exhibits

 

Exhibit No. Exhibit Description
10.1 Form of Subscription Agreement
10.2Fixed Convertible Promissory Note with Iconic Holdings LLC (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2017)
10.3Form of Warrant Issued to Iconic Holdings LLC (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2017)
10.4Amendment No. 1 to Security Agreement with Iconic Holdings LLC (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2017)
10.5Amendment No. 1 to Subsidiary Guarantee with Iconic Holdings LLC (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2017)
10.6Amendment No. 1 to Intellectual Property Security Agreement with Iconic Holdings LLC (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2017)
10.7Unsecured Promissory Note with Dr. Michael Dent (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2017)
10.8SecuritiesStandby Equity Purchase Agreement, with Power Up Lending Group,dated July 5, 2022, by and between HealthLynked Corp. and YA II PN, Ltd. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 17, 2017)8, 2022)
10.910.2 Convertible Promissory Note with Power Up Lending Group,Purchase Agreement, dated July 5, 2022, by and between HealthLynked Corp. and YA II PN, Ltd. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 17, 2017)8, 2022)
10.1010.3 Form of Amendment #2,Promissory Note, dated August 8, 2017, by and between HealthLynked and Iconic Holdings, LLCJuly 19, 2022 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2017)July 22, 2022)
10.11Form of Common Stock Purchase Warrant, dated August 8, 2017, by and between HealthLynked Corp., and Iconic Holdings, LLC (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2017)
10.12Securities Purchase Agreement with Power Up Lending Group, Ltd. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2017)
10.13Convertible Promissory Note with Power Up Lending Group, Ltd. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2017)
10.14Securities Purchase Agreement with Crown Bridge Partners LLC (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2017)
10.15Convertible Promissory Note with Crown Bridge Partners LLC (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2017)
10.16Securities Purchase Agreement with PULG (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2017)
10.17Convertible Promissory Note with PULG (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2017)
10.18Securities Purchase Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2017)
10.19Convertible Promissory Note (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2017)
10.20Form of Subscription Agreement (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2017)
10.21Form of Warrant Agreement (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2017)
31.131.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.Officer
31.231.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.Officer
32.132.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.232.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101101.INS* Inline XBRL Instance DocumentDocument.
101.SCH* Inline XBRL Taxonomy Extension Schema DocumentDocument.
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument.
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase DocumentDocument.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument.

104* 38Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 14, 2017August 15, 2022

 

 HEALTHLYNKED CORP.
  
 By:/s/ Michael Dent
  Name:Michael Dent
  Title:

Chief Executive Officer and Chairman

(Principal Executive Officer)

 

By:/s/ George O’Leary
Name: George O’Leary
Title:

Chief Financial Officer

(Principal Financial Officer)

 

39

 

44

iso4217:USD xbrli:shares