HealthLynked (HLYK) Q1 2026 loss deepens amid liquidity and going concern risks
HealthLynked Corp. reported weak first-quarter 2026 results, with total revenue of $423,465, down from $774,208 in the prior-year quarter. Patient service revenue and product revenue both decreased, while selling, general and administrative expenses rose to $847,281.
The company posted a net loss of $1,621,304 and a net loss to common shareholders of $1,657,651, or $0.57 per share, versus a $0.37 loss a year earlier. Cash was only $23,973 with a working capital deficit of $6,658,253 and shareholders’ deficit of $7,021,799. Management concluded there is substantial doubt about HealthLynked’s ability to continue as a going concern without additional funding.
Positive
- None.
Negative
- Severe liquidity and solvency pressure: cash of $23,973, working capital deficit of $6,658,253, total liabilities of $8,647,590, and shareholders’ deficit of $7,021,799 indicate significant financial strain.
- Going concern uncertainty: management concluded there is substantial doubt about HealthLynked’s ability to continue as a going concern through May 15, 2027 without raising additional capital.
- Deteriorating earnings profile: Q1 2026 revenue fell to $423,465 from $774,208, while net loss widened to $1,621,304, increasing accumulated deficit to $52,196,869.
Insights
Q1 2026 shows shrinking revenue, heavy leverage, and going‑concern risk.
HealthLynked generated Q1 2026 revenue of $423,465, well below the prior-year $774,208, while operating expenses of $1,124,278 produced an operating loss of $700,813. The model currently does not cover its cost base.
The balance sheet is strained: cash was $23,973, total liabilities were $8,647,590, and shareholders’ deficit reached $7,021,799. Related-party debt to the CEO was refinanced into a new convertible note, with fair-value swings driving a $1,328,069 gain and a larger $2,180,526 loss on change in fair value of debt.
Management disclosed a working capital deficit of $6,658,253 and explicitly stated there is substantial doubt about continuing as a going concern beyond May 15, 2027 without new capital. Subsequent filings will clarify whether the company secures financing or improves cash generation.
Key Figures
Key Terms
going concern financial
reverse stock split financial
derivative financial instruments financial
binomial lattice financial
deemed dividend financial
contingent sale consideration financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from [ ] to [ ]
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Securities registered pursuant to Section 12(b) of the Act: None.
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(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
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| Large accelerated filer | ☐ | 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. ☐
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As of May 15, 2026, there were
TABLE OF CONTENTS
| PAGE NO. | ||
| PART I | FINANCIAL INFORMATION | 1 |
| Item 1 | Financial Statements (Unaudited) | 1 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 39 |
| Item 4 | Controls and Procedures | 39 |
| Part II | OTHER INFORMATION | 40 |
| Item 1 | Legal Proceedings | 40 |
| Item 1A | Risk Factors | 40 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 40 |
| Item 3 | Defaults upon Senior Securities | 41 |
| Item 4 | Mine Safety Disclosure | 41 |
| Item 5 | Other Information | 41 |
| Item 6 | Exhibits | 41 |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contingent sale consideration receivable, current portion | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Right of use lease assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | ||||||
| Contract liabilities | ||||||||
| Lease liability, current portion | ||||||||
| Derivative financial instruments | ||||||||
| Notes payable and other amounts due to related party, net of unamortized original issue discount of $ | ||||||||
| Notes payable, current portion, net of unamortized original issue discount of $ | ||||||||
| Indemnification liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Lease liability, long term portion | — | |||||||
| Government and other notes payable, long term portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 14) | ||||||||
| Shareholders’ Deficit | ||||||||
| Common stock, par value $ | ||||||||
| Series B convertible preferred stock, par value $ | ||||||||
| Common stock issuable, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
1
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Patient service revenue, net | $ | $ | ||||||
| Subscription revenue | ||||||||
| Product revenue | ||||||||
| Total revenue | ||||||||
| Operating Expenses and Costs | ||||||||
| Practice salaries and benefits | ||||||||
| Other practice operating expenses | ||||||||
| Cost of product revenue | ||||||||
| Selling, general and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Total Operating Expenses and Costs | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Gain on extinguishment of debt | ||||||||
| Loss on change in fair value of debt | ( | ) | ( | ) | ||||
| Gain on change in fair value of derivative financial instruments | ||||||||
| Amortization of original issue discounts on notes payable | ( | ) | ( | ) | ||||
| Interest expense and other | ( | ) | ( | ) | ||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend | ( | ) | — | |||||
| Net loss to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Fully diluted | ( | ) | ( | ) | ||||
| Net loss to common shareholders per share, basic and diluted: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Fully diluted | ( | ) | ( | ) | ||||
| Weighted average number of common shares: | ||||||||
| Basic | ||||||||
| Fully diluted | ||||||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
2
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| Number of Shares | Common | Additional | Total | |||||||||||||||||||||||||||||
| Common | Preferred | Common | Preferred | Stock | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Issuable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| (#) | (#) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of convertible notes payable | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Consultant and director fees payable with common shares and warrants | — | — | — | |||||||||||||||||||||||||||||
| Shares and options issued to employees | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Deemed dividend resulting from down round adjustment | — | — | — | — | — | ( | ) | — | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Sales of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Stock fees related to sales of common stock | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||
| Fair value of warrants to extend related party debt | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Shares and options issued to employees | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
3
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation, including amortization of deferred equity compensation | ||||||||
| Gain on change in fair value of derivative financial instruments | ( | ) | ( | ) | ||||
| Amortization of debt discount | ||||||||
| (Gain) loss on extinguishment of debt | ( | ) | ( | ) | ||||
| Change in fair value of debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | ( | ) | ||||||
| Contract assets | — | |||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Right of use lease assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Net cash used in investing activities | — | — | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock | — | |||||||
| Proceeds from related party notes payable and advances | ||||||||
| Proceeds from third party notes payable | ||||||||
| Repayment of related party notes payable and advances | ( | ) | — | |||||
| Repayment of third party notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
(continued)
4
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income tax | $ | — | $ | — | ||||
| Schedule of non-cash investing and financing activities: | ||||||||
| Extinguishment of operating lease: right of use asset and lease liability | $ | ( | ) | $ | — | |||
| Fair value of warrants allocated to proceeds of related party notes payable | $ | $ | — | |||||
| Fair value of warrants allocated to proceeds of third party notes payable | $ | $ | — | |||||
| Fair value of derivative financial instruments allocated to proceeds of third party notes payable | $ | $ | ||||||
| Original issue discounts allocated to proceeds of notes payable | $ | $ | ||||||
| Fair value of warrants issued to extend related party debt | $ | — | $ | |||||
| Principal amount of convertible notes payable to related party refinanced | $ | $ | ||||||
| Principal amount of undocumented advances converted to convertible note payable to related party | $ | $ | — | |||||
| Deferred compensation payable included in principal balance of notes payable to related party | $ | $ | ||||||
| Accrued interest included in fair value of note payable | $ | $ | ||||||
| Incremental fair value of convertible notes payable to related party resulting from refinancing | $ | $ | ( | ) | ||||
| Fair value of shares issued for equity issuance costs | $ | — | $ | |||||
| Deemed dividend resulting from down round adjustment | $ | $ | — | |||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
5
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 1 – BUSINESS AND BUSINESS PRESENTATION
General
HealthLynked Corp. (the “Company”) was incorporated in the State of Nevada on August 4, 2014. The Company currently operates in three distinct divisions:
| ● | Health Services Division: This division is comprised of a single patient service practice under the Naples Center for Functional Medicine (“NCFM”) brand that includes the combined service offerings of (i) NCFM, a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iii) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During October 2025, the Company sold the assets associated with its Bridging the Gap Physical Therapy (“BTG”) practice, which had previously been included in the Health Services segment. |
| ● | Digital Healthcare Division: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
Reverse Stock Split
As a result of the Reverse Stock Split, the number
of issued and outstanding shares of common stock decreased from
All share and per-share information presented in the accompanying consolidated financial statements and notes thereto (including historical periods) have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.
Presentation
These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2025 and 2024, respectively, which are included in the Company’s Form 10-K, filed with the United States Securities and Exchange Commission (the “Commission”) on March 31, 2026. 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 months ended March 31, 2026 are not necessarily indicative of results for the entire year ending December 31, 2026.
6
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 1 – BUSINESS AND BUSINESS PRESENTATION (CONTINUED)
On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its operating subsidiaries: NCFM, BTG (through October 28, 2025), CCN, AEU, and MOD. 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.
Uncertainty Due to Geopolitical Events
Due to the Hamas-Israel, Iran-Israel and Russia-Ukraine conflicts, there has been uncertainty and disruption in the global economy. Although these events did not have a direct material adverse impact on the Company’s financial results for the three months ended March 31, 2026, at this time the Company is unable to fully assess the aggregate impact the U.S.-Iran, Hamas-Israel and Russia-Ukraine conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the conflicts, the conflicts’ effect on the economy, the impact on the Company’s businesses and actions that may be taken by governmental authorities related to the conflicts.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about fair valuation of derivative financial instruments; cash flow and fair value assumptions associated with measurements of contingent sale consideration receivable; valuation of inventory; collection of accounts receivable; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.
Revenue Recognition
Patient service revenue
Patient service revenue is earned for functional medicine services provided to patients by the NCFM practice, physical therapy services provided to patients by the BTG practice (until sale of its assets in October 2025), aesthetics services provided by the AEU practice, and medical services provided to patients by the CCN practice (after its establishment in October 2024). Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. All amounts are due from patients at the time of service. Generally, the Company bills patients at the time of service. Revenue is recognized as performance obligations are satisfied.
7
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time includes revenue from NCFM Optimal Health 365 annual access contracts, CCN annual and semi-annual concierge services, and BTG physical therapy bundles (through sale of the BTG assets in October 2025). Revenue from NCFM annual access contracts and CCN concierge services, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, either six months or one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations were satisfied over time as visits are incurred, were recognized based on actual visits incurred in relation to total expected visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation.
Revenue for performance obligations satisfied at a point in time, which includes all other patient service revenue, is recognized when goods or services are provided at the time of the patient visit, at which time the Company is not required to provide additional goods or services to the patient.
Product Revenue
Product revenue is derived from the distribution of medical products that are sourced from a third-party supplier. The Company recognizes revenue at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation.
Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States.
The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on eligible products.
Cash and Cash Equivalents
For financial statement purposes, the Company
considers all highly liquid investments with original maturities of six months or less to be cash and cash equivalents. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Other Comprehensive Income
The Company does not have any activity that results in Other Comprehensive Income.
8
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Leases
For new leases, the Company determines if an arrangement is or contains a lease at inception. Right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit discount rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Upon early termination of a lease, remaining ROU assets and lease liabilities are written off. Upon modification of a lease, the ROU asset and lease liability are remeasured based on the modified lease terms. 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. See Note 7 for more complete details on balances as of the reporting periods presented herein.
Inventory
Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. The Company relies on a sole supplier for the fulfillment of substantially all of its product sales made through MOD.
Property and Equipment
Property and equipment are stated at cost. When
retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the
net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property
and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of
The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.
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; and |
9
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| ● | Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. |
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments.
Deemed Dividends
The Company accounts for convertible instruments in accordance with applicable guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, “Debt,” and ASC 260, “Earnings Per Share.” Certain of the Company’s convertible notes contain down-round features that provide for a reduction in the conversion price upon the occurrence of specified future equity issuances at prices below the then-current conversion price. The Company evaluates such down-round features to determine whether they require separate accounting or affect the classification of the host instrument. In accordance with ASC 260, when a down-round feature is triggered and results in a reduction of the conversion price, the Company recognizes the economic value transferred to the holder as a deemed dividend.
The amount of the deemed dividend is calculated as the difference between (i) the fair value of the shares issuable under the modified conversion terms and (ii) the fair value of the shares issuable under the original conversion terms, immediately prior to the triggering event. The deemed dividend is recognized in the period the down-round feature is triggered and is recorded as an adjustment to additional paid-in capital, with a corresponding charge to accumulated deficit. The deemed dividend does not impact net income (loss) but is treated as a reduction to income (loss) available to common stockholders in the calculation of basic and diluted earnings (loss) per share.
The Company reassesses the terms of its convertible
instruments upon modification or triggering events to determine the appropriate accounting treatment. The Company recognized deemed dividends
in the amount of $
Stock-Based Compensation
The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted.
The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable.
10
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No income tax has been provided for the three months ended March 31, 2026 and 2025, 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 accounts receivable, accounts payable, and accrued liabilities approximated their fair value.
Net Income (Loss) per Share
Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three
months ended March 31, 2026 and 2025, 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 March 31, 2026 and December 31, 2025, potentially dilutive securities were comprised of (i)
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 Accounting Standards Update (“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.
11
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Segment Reporting
The Company uses the “management approach”
under ASC 280, “Segment Reporting,” to identify its reportable segments. The management approach designates the internal organization
used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable
segments. Using the management approach, the Company determined that it has
Recently Issued Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Share-Based Consideration Payable to a Customer. This ASU clarifies the accounting for share-based payments issued to a customer and reduces diversity in practice. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods. The Company expects to adopt this guidance for its year ending December 31, 2027. The Company does not expect the adoption to have a material impact on its financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Practical Expedient for Estimating Expected Credit Losses. This ASU introduces a practical expedient for estimating expected credit losses for current accounts receivable and contract assets and requires additional disclosures when elected. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods. The Company expects to adopt this guidance for its year ending December 31, 2027. The Company is currently evaluating whether it will elect the practical expedient and does not expect the adoption to have a material impact on its financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This ASU simplifies the accounting for internal-use software by eliminating the distinction between development stages and requiring capitalization of costs once management authorizes and commits to funding a project and it is probable that the project will be completed and the software will be used as intended. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The Company expects to adopt this guidance for its year ending December 31, 2027. The Company does not expect the adoption to have a material impact on its financial position, results of operations, or cash flows.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This ASU clarifies the application of interim reporting guidance and requires disclosure of material events and changes occurring subsequent to the most recent annual reporting period. The amendments also reorganize certain interim disclosure requirements. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt this guidance for its year ending December 31, 2027, with interim adoption beginning in fiscal year 2028. The Company is currently evaluating the impact of adopting this guidance on its condensed financial statements and related disclosures.
12
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Adopted Pronouncements
In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. The Company adopted this standard effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The Company adopted this standard effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements.
NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS
Under ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. Pursuant to ASU 2014-15, in evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (May 15, 2027). 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 May 15, 2027.
The Company is subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from its Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.
As of March 31, 2026, the Company had cash balances
of $
Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the consolidated financial statements were issued.
During the three months ended March 31, 2026,
the Company received (i) net proceeds from the issuance of notes payable to related parties and third parties totaling $
Without raising additional capital, there is substantial doubt about the Company’s ability to continue as a going concern through May 15, 2027. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
13
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 4 – DISPOSITIONS
Sale of AHP
On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which PBACO Holding, LLC (the “Buyer”) agreed to buy, and the Company agreed to sell, AHP (the “AHP Sale”). Pursuant to the terms of the AHP Merger Agreement, the Company received or was entitled to receive certain upfront and contingent consideration. As of December 31, 2025 and 2024, remaining unresolved consideration was comprised of shares of the Buyer’s common stock issuable to the Company in the event that the Buyer completes an initial public offering (“IPO”) by a prescribed date. The Company is entitled to shares in the public entity at the time of the IPO with a value equal to AHP’s 2021 earnings before interest, taxes depreciation and amortization (“EBITDA”) times the multiple of EBITDA used to value the Buyer’s IPO shares, net of any cash consideration previously paid by the Buyer and subject to vesting requirements detailed in the AHP Merger Agreement (the “IPO Share Consideration”). The prescribed date by which the IPO must be completed was originally February 1, 2025 and has been extended by the Buyer to November 15, 2026 for no additional consideration.
The Company was also required to indemnify the
Buyer against liabilities arising from Buyer’s operation of AHP prior to the Buyer’s IPO date, less a deductible equal to
The Company elected to record the contingent portion of consideration receivable, including the IPO Share Consideration, at fair value on the sale date pursuant to the guidance in FASB Emerging Issues Task Force Issue 09-4, “Seller Accounting for Contingent Consideration,” (“EITF 09-4”). The fair value of the IPO Share Consideration was determined using an expected present value approach, which applies a discount rate to a probability-weighted stream of net cash flows based on multiple scenarios, as estimated by management. As such, the fair value of the IPO Share Consideration relies on significant unobservable inputs and assumptions and there is uncertainty in the expected future cash flows used in the fair valuation. Significant assumptions related to the valuation of the IPO Share Consideration include the likelihood of a Buyer IPO and the valuation of the Buyer’s common stock in a potential IPO.
After January 17, 2023, and as prescribed under EITF 09-4, the Company elected to subsequently treat contingent consideration receivable, including the IPO Share Consideration, using gain contingency guidance and only record a gain or loss when the contingency is resolved. Accordingly, the Company does not prospectively remeasure the fair value of contingent consideration receivable each reporting period. The Company recognizes gains and losses from realization of contingent sale consideration receivable for the difference between the realized (or realizable) value of resolved contingent consideration components and the initial fair value recorded at the sale date. No gain from realization of contingent sale consideration receivable was recognized during the three months ended March 31, 2026 or 2025.
The carrying value of the remaining unresolved components of contingent consideration receivable as of March 31, 2026 and December 31, 2025 was as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets: | ||||||||
| IPO Share consideration | $ | $ | ||||||
| Liabilities: | ||||||||
| Indemnification Clause | $ | $ | ||||||
14
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 5 – PREPAID EXPENSES AND OTHER
Prepaid and other expenses as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Insurance prepayments | $ | $ | ||||||
| Other expense prepayments | ||||||||
| Lease deposits | ||||||||
| Total prepaid expenses and other | ||||||||
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Medical equipment | $ | $ | ||||||
| Furniture, office equipment and leasehold improvements | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense was $
NOTE 7 – LEASES
As of March 31, 2026, the Company had an operating
lease, and related amendments thereto, for (i) office space housing its consolidated NCFM, AEU and CCN practices along with its Digital
Healthcare and administrative functions expiring in July 2026, and (ii) a copier lease that expires in January 2027. As of March 31, 2026,
the Company’s weighted-average remaining lease term relating to its operating leases was
The table below summarizes the Company’s lease-related assets and liabilities as of March 31, 2026 and December 31, 2025:
| March 31, | December 31 | |||||||
| 2026 | 2025 | |||||||
| Lease assets | $ | $ | ||||||
| Lease liabilities | ||||||||
| Lease liabilities (short term) | $ | $ | ||||||
| Lease liabilities (long term) | — | |||||||
| Total lease liabilities | $ | $ | ||||||
Lease expense was $
15
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 7 – LEASES (CONTINUED)
Maturities of operating lease liabilities were as follows as of March 31, 2026:
| 2026 (April to December) | $ | |||
| 2027 | — | |||
| Total lease payments | ||||
| Less interest | ( | ) | ||
| Present value of lease liabilities | $ |
NOTE 8 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Amounts related to accounts payable, accrued expenses and other current liabilities as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued payroll liabilities | ||||||||
| Accrued operating expenses | ||||||||
| Accrued interest | ||||||||
| Accrued commissions payable from 2022 MSSP Consideration | ||||||||
| Product return allowance | ||||||||
| $ | $ | |||||||
NOTE 9 – CONTRACT LIABILITIES
Amounts related to contract liabilities as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Patient services paid but not provided | $ | $ | ||||||
| MOD unshipped products | ||||||||
| $ | $ | |||||||
Patient service contract liabilities relate to NCFM Optimal Health 365 annual access contracts, pursuant to which patients prepay for access to services to be provided at the patient’s request over a period of time, and CCN annual and semi-annual concierge fees that were fully recognized as of March 31, 2026. MOD sold but unshipped products represents orders paid by customers that have not shipped as of the balance sheet date.
16
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS
The carrying value of amounts due to related parties as of March 31, 2026 and December 31, 2025 were comprised of the following amounts owed to Dr. Michael Dent, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and Jason Bishara, a member of the Company’s Board of Directors:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible notes payable to Dr. Michael Dent, carried at fair value | $ | — | ||||||
| Convertible notes payable to Dr. Michael Dent, carried at amortized value | — | |||||||
| Undocumented advances payable to Dr. Michael Dent | ||||||||
| Deferred compensation payable to Dr. Michael Dent | — | |||||||
| Total Prior Dent Debt payable to Dr. Michael Dent | ||||||||
| February 2026 Dent Note, carried at fair value | — | |||||||
| Total amounts due to Dr. Michael Dent | ||||||||
| Convertible note payable to Jason Bishara | $ | $ | — | |||||
| Less: unamortized discount | ( | ) | — | |||||
| Total amounts due to Jason Bishara | $ | $ | — | |||||
| Total notes payable and other amounts due to related party | $ | $ | ||||||
Refinancing of Convertible Notes and Other Amounts Payable to Dr. Michael Dent – February 2026
On February 2, 2026, the Company refinanced all
past outstanding notes with aggregate principal totaling $
Immediately prior to the Refinancing, the Company
adjusted the carrying value of convertible notes payable included in the Prior Dent Debt to their fair value, resulting in a loss on change
in fair value of debt of $
In connection with the Refinancing, the Company
recognized a gain on debt extinguishment in the amount of $
During the three months ended March 31, 2026,
the Company made repayments against the February 2026 Dent Note in the amount of $
17
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
Description of Convertible Notes Payable to Jason Bishara
On January 14, 2026, the Company issued to Jason
Bishara a convertible note with principal of $
Convertible Notes Payable Carried at Fair Value
The February 2026 Dent Note and certain of the
convertible notes payable included in the Prior Dent Debt are carried at fair value as a result of extensions and refinancings that were
treated as an extinguishment and reissuance transactions. Such notes are revalued to their fair value at each period end.
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prior Dent Debt | $ | — | ||||||
| February 2026 Dent Note | — | |||||||
| Convertible notes payable to Dr. Michael Dent, carried at fair value | $ | $ | ||||||
Changes in the fair value of convertible notes payable to Dr. Dent during the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Prior Dent Debt | $ | |||||||
| February 2026 Dent Note | — | |||||||
| Loss on change in fair value of debt | $ | $ | ||||||
Convertible Notes Payable Carried at Amortized Value
Convertible notes payable to Dr. Dent and Jason
Bishara that have not been extended are recorded at their face value, net of discounts recorded at inception related to original issue
discounts, warrants issued with the convertible notes, and embedded conversion features (“ECFs”) in the convertible notes.
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prior Dent Debt | $ | — | $ | |||||
| Convertible note payable to Jason Bishara | — | |||||||
| Less: unamortized discount | ( | ) | — | |||||
| Convertible notes payable to related parties, carried at amortized value | $ | $ | ||||||
18
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 10 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
Amortization of debt discount on such convertible notes payable during the three months ended March 31, 2026 and 2025 was as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Prior Dent Debt | $ | — | ||||||
| Convertible note payable to Jason Bishara | — | |||||||
| Amortization of debt discount | $ | $ | ||||||
Repayment
During the three months ended March 31, 2026 and
2025, the Company made repayments against notes payable to Dr. Dent in the amount of $
Interest
Interest accrued on notes and convertible notes
payable to related parties as of March 31, 2026 and December 31, 2025 was $-
Undocumented Advances Payable to Dr. Michael Dent
From time to time, Dr. Dent has made undocumented
cash advances to the Company. Amounts due to Dr. Dent under such undocumented advances as of March 31, 2026 and December 31, 2025 were
$
On January 14, 2026, Dr. Michael Dent advanced
$
All undocumented advances outstanding as of December,
31, 2025 and the $
Deferred Compensation Payable to Dr. Michael Dent
As of March 31, 2026 and December 31, 2025, the
Company owed Dr. Dent $-
19
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE
Notes payable as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| SBA Disaster Relief Loans | $ | $ | ||||||
| Leaf Capital Note Payable, August 2024 | ||||||||
| 1800 Diagonal Note Payable VIII, July 2025 | ||||||||
| 1800 Diagonal Note Payable IX, October 2025 | ||||||||
| Vanquish Note Payable I, November 2025 | ||||||||
| Jacobs Note Payable, January 2026 | — | |||||||
| Evergreen Note Payable, January 2026 | — | |||||||
| Vanquish Note Payable II, January 2026 | — | |||||||
| Face value of notes payable | ||||||||
| Less: unamortized discounts | ( | ) | ( | ) | ||||
| Notes payable, total | ||||||||
| Less: long term portion | ( | ) | ( | ) | ||||
| Notes payable, current portion | $ | $ | ||||||
Description of Government Notes Payable
During June, July and August 2020, the Company
and its subsidiaries received an aggregate of $
Interest accrued on SBA loans as of March 31,
2026 and December 31, 2025 was $
Description of Other Notes Payable
On April 24, 2024, the Company issued a promissory
note payable (the “April 2024 Note”) to an investor with a stated principal amount of $
On August 1, 2024, the Company’s wholly
owned subsidiary, HLYK Florida LLC, which owns NCFM, issued a promissory note payable to an investor with total principal repayments of
$
20
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On January 16, 2025, the Company issued a promissory
note payable (the “January 2025 Note I”) to an investor with a stated principal amount of $
On January 24, 2025, the Company issued a promissory
note payable (the “January 2025 Note II”) to an investor with a stated principal amount of $
On February 14, 2025, the Company issued a promissory
note payable (the “February 2025 Note”) to an investor with a stated principal amount of $
On July 29, 2025, the Company issued a promissory
note to an investor with a stated principal amount of $
21
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On October 3, 2025, the Company issued a promissory
note to an investor with a stated principal amount of $
On November 10, 2025, the Company issued a second
promissory note payable to a different investor with a stated principal amount of $
On January 14, 2026, the Company issued to an
investor a convertible note with principal of $
On January 22, 2026, the Company issued a convertible
promissory note to an investor with a stated principal amount of $
22
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On January 27, 2026, the Company issued a promissory
note to an investor with a stated principal amount of $
Notes Payable Activity
The Company has issued certain other notes payable
to third parties that are recorded at their face value, net of discounts recorded at inception related to original issue discounts, warrants
issued with the convertible notes, and derivative embedded conversion features (“ECFs”) in the convertible notes.
| Principal Outstanding | Unamortized Discount | Amortized Carrying Value | ||||||||||||||||||||||||||||
| Inception | Maturity | March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||||||
| Date | Date | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| 08/01/24 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||
| 07/29/25 | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 10/03/25 | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 11/10/25 | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 01/14/26 | — | ( | ) | — | — | |||||||||||||||||||||||||
| 01/22/26 | — | ( | ) | — | — | |||||||||||||||||||||||||
| 01/27/26 | — | ( | ) | — | — | |||||||||||||||||||||||||
| $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Amortization of debt discount on such notes payable during the three months ended March 31, 2026 and 2025 was as follows:
| Inception | Maturity | Principal | Three Months Ended March 31, | |||||||||||||||
| Date | Date | Amount | 2026 | 2025 | ||||||||||||||
| 04/24/24 | $ | $ | — | $ | ||||||||||||||
| 08/01/24 | ||||||||||||||||||
| 01/16/25 | — | |||||||||||||||||
| 01/24/25 | — | |||||||||||||||||
| 02/14/25 | — | |||||||||||||||||
| 07/29/25 | — | |||||||||||||||||
| 10/03/25 | — | |||||||||||||||||
| 11/10/25 | — | |||||||||||||||||
| 01/14/26 | — | |||||||||||||||||
| 01/22/26 | — | |||||||||||||||||
| 01/27/26 | — | |||||||||||||||||
| $ | $ | |||||||||||||||||
23
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 11 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
Repayments on such notes payable during the three months ended March 31, 2026 and 2025 were as follows:
| Inception | Maturity | Principal | Three Months Ended March 31, | |||||||||||||||
| Date | Date | Amount | 2026 | 2025 | ||||||||||||||
| 04/24/24 | $ | $ | — | $ | ||||||||||||||
| 01/16/25 | — | |||||||||||||||||
| 02/14/25 | — | |||||||||||||||||
| 08/01/24 | ||||||||||||||||||
| 07/29/25 | — | |||||||||||||||||
| 10/03/25 | — | |||||||||||||||||
| $ | $ | |||||||||||||||||
NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.”
Derivative financial instruments and changes thereto recorded in the three months ended March 31, 2026 and 2025 include the following:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance, beginning of period | $ | $ | — | |||||
| Inception of derivative financial instruments | ||||||||
| Change in fair value of derivative financial instruments | ( | ) | ( | ) | ||||
| Conversion or extinguishment of derivative financial instruments | — | — | ||||||
| Balance, end of period | $ | $ | ||||||
Fair market value of the derivative financial instruments is measured using the following range of assumptions:
| Three Months Ended March 31, | |||
| 2026 | 2025 | ||
| Pricing model utilized | Binomial Lattice | Binomial Lattice | |
| Risk free rate range | |||
| Expected life range (in years) | |||
| Volatility range | |||
| Dividend yield | |||
The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.
24
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT
Private Placements
During the three months ended March 31, 2025,
the Company sold
The Company had no private placement transactions during the three months ended March 31, 2026.
Common Stock Issuable
As of March 31, 2026 and December 31, 2025, the Company was obligated to issue the following shares:
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Amount | Shares | Amount | Shares | |||||||||||||
| Shares issuable to employees and consultants | $ | $ | ||||||||||||||
| Private placement issuable | ||||||||||||||||
| $ | $ | |||||||||||||||
Stock Warrants
Transactions involving our stock warrants during the three months ended March 31, 2026 and 2025 are summarized as follows:
| 2026 | 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Number | Price | Number | Price | |||||||||||||
| Outstanding at beginning of the period | $ | $ | ||||||||||||||
| Granted during the period | $ | $ | ||||||||||||||
| Exercised during the period | — | $ | — | — | $ | — | ||||||||||
| Expired during the period | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Down round adjustments during the period | — | — | ||||||||||||||
| Outstanding at end of the period | $ | $ | ||||||||||||||
| Exercisable at end of the period | $ | $ | ||||||||||||||
| Weighted average remaining life | years | years | ||||||||||||||
25
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
The following table summarizes information about the Company’s stock warrants outstanding as of March 31, 2026:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Weighted- | ||||||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||||||
| Remaining | Average | Average | ||||||||||||||||||||
| Exercise | Number | Contractual | Exercise | Number | Exercise | |||||||||||||||||
| Prices | Outstanding | Life (years) | Price | Exercisable | Price | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
During the three months ended March 31, 2026 and
2025, the Company issued
| 2026 | 2025 | |||||||
| Pricing model utilized | Binomial Lattice | Binomial Lattice | ||||||
| Risk free rate range | ||||||||
| Expected life range (in years) | 5.00 years | |||||||
| Volatility range | ||||||||
| Dividend yield | ||||||||
| Expected forfeiture | ||||||||
Equity Incentive Plans
On January 1, 2016, the Company adopted the 2016
Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation
by its employees, consultants and non-employee directors. The 2016 EIP allowed for the issuance of up to
On September 9, 2021, the Company adopted the
2021 Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having
equity awards available to allow for equity participation by its employees, consultants and non-employee directors. The 2021 EIP allows
for the issuance of up to
26
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
Amounts recognized in the financial statements with respect to the EIPs in the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total cost of share-based payment plans during the period | $ | $ | ||||||
| Amounts capitalized in deferred equity compensation during period | $ | — | $ | — | ||||
| Amounts written off from deferred equity compensation during period | $ | — | $ | — | ||||
| Amounts charged against income for amounts previously capitalized | $ | — | $ | — | ||||
| Amounts charged against income, before income tax benefit | $ | $ | ||||||
| Amount of related income tax benefit recognized in income | $ | — | $ | — | ||||
Stock Options
Stock options granted under the EIPs typically
vest over a period of three to four years or based on achievement of Company and individual performance goals.
| 2026 | 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Stock options | Number | Price | Number | Price | ||||||||||||
| Outstanding at beginning of period | $ | $ | ||||||||||||||
| Granted during the period | — | $ | — | — | $ | — | ||||||||||
| Exercised during the period | — | $ | — | — | $ | — | ||||||||||
| Forfeited during the period | ( | ) | $ | ( | ) | — | $ | — | ||||||||
| Outstanding at end of period | $ | $ | ||||||||||||||
| Options exercisable at period-end | $ | $ | ||||||||||||||
As of March 31, 2026, there was $
No options were granted during the years ended
three months ended March 31, 2026 or 2025. The total fair value of options vested during the three months ended March 31, 2026 and 2025
was $
The fair value of each stock option award is estimated
on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s
accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
| 2026 | 2025 | |||
| Pricing model utilized | No Grants | No Grants | ||
| Risk free rate range | No Grants | No Grants | ||
| Expected life range (in years) | No Grants | No Grants | ||
| Volatility range | No Grants | No Grants | ||
| Dividend yield | No Grants | No Grants | ||
| Expected forfeiture | No Grants | No Grants |
27
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)
The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the three months ended March 31, 2026 and 2025:
| 2026 | 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock options | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested options at beginning of period | $ | $ | ||||||||||||||
| Granted | — | $ | — | — | $ | — | ||||||||||
| Vested | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Forfeited | — | $ | — | — | $ | — | ||||||||||
| Nonvested options at end of period | $ | $ | ||||||||||||||
Stock Grants
Stock grant awards made under the EIPs typically
vest either immediately or over a period of up to four years.
| 2026 | 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock Grants | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested grants at beginning of period | $ | — | $ | — | ||||||||||||
| Granted | — | $ | — | — | $ | — | ||||||||||
| Vested | ( | ) | $ | ( | ) | — | $ | — | ||||||||
| Forfeited | — | $ | — | — | $ | — | ||||||||||
| Nonvested grants at end of period | $ | — | $ | — | ||||||||||||
As of March 31, 2026, there was $
The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Supplier Concentration
The Company relied on a single supplier for the
fulfillment of approximately
Service Contracts
The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.
28
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 14 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Employment/Consulting Agreements
On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent’s employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
NOTE 15 – SEGMENT REPORTING
As of March 31, 2026, the Company had
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.
29
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the three months ended March 31, 2026 was as follows:
| Three Months Ended March 31, 2026 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | — | $ | — | $ | ||||||||||
| Subscription revenue | — | — | ||||||||||||||
| Product and other revenue | — | — | ||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | — | — | ||||||||||||||
| Other practice operating expenses | — | — | ||||||||||||||
| Cost of product revenue | — | — | ||||||||||||||
| Selling, general and administrative expenses | — | |||||||||||||||
| Depreciation and amortization | — | |||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Income (loss) from operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other Segment Information | ||||||||||||||||
| Gain on extinguishment of debt | $ | — | $ | ( | ) | $ | — | $ | ( | ) | ||||||
| Loss on change in fair value of debt | $ | — | $ | $ | — | $ | ||||||||||
| Gain on change in fair value of derivative financial instruments | $ | — | $ | ( | ) | $ | — | $ | ( | ) | ||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | — | $ | |||||||||||
| Interest expense and other | $ | $ | $ | — | $ | |||||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of March 31, 2026 | $ | $ | $ | $ | ||||||||||||
| Identifiable assets as of December 31, 2025 | $ | $ | $ | $ | ||||||||||||
30
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the three months ended March 31, 2025 was as follows:
| Three Months Ended March 31, 2025 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | — | $ | — | $ | ||||||||||
| Subscription revenue | — | — | ||||||||||||||
| Product and other revenue | — | — | ||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | — | — | ||||||||||||||
| Other practice operating expenses | — | — | ||||||||||||||
| Cost of product revenue | — | — | ||||||||||||||
| Selling, general and administrative expenses | — | |||||||||||||||
| Depreciation and amortization | — | |||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | — | $ | ( | ) | $ | — | $ | ( | ) | ||||||
| Change in fair value of debt | $ | — | $ | $ | — | $ | ||||||||||
| Gain on change in fair value of derivative financial instruments | $ | — | $ | ( | ) | $ | — | $ | ( | ) | ||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | — | $ | |||||||||||
| Interest expense and other | $ | ( | ) | $ | $ | — | $ | |||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of March 31, 2025 | $ | $ | $ | $ | ||||||||||||
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans, which were extinguished and reissued and are therefore subject to fair value measurement, derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate was not fixed, and equity-class. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.
31
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 (UNAUDITED)
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The following table summarizes the conclusions reached regarding fair value measurements as of March 31, 2026 and December 31, 2025:
| As of March 31, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Contingent sale consideration receivable | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Derivative financial instruments | — | — | — | — | ||||||||||||||||||||||||||||
| Convertible notes payable to related party | — | — | — | — | ||||||||||||||||||||||||||||
| $ | — | $ | — | $ | $ | $ | — | $ | — | $ | $ | |||||||||||||||||||||
Certain notes payable to a related party carried
at fair value and contingent acquisition consideration payable are each Level 3 financial instrument that are measured at fair value on
a recurring basis.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Change in fair value of debt | $ | ( | ) | $ | ( | ) | ||
| Change in fair value of derivative financial instruments | $ | $ | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
NOTE 17 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 15, 2026, the date of filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements, other than the following:
On April 8, 2026, Dr. Michael Dent advanced $
On April 20, 2026, Dr. Michael Dent advanced $
On April 30, 2026, Dr. Michael Dent advanced $
On May 5, 2026, Dr. Michael Dent advanced $
On May 11, 2026,
Dr. Michael Dent advanced $
On May 15, 2026, the Company received from the Buyer in the AHP Sale an extension related to the remaining IPO Share Consideration until November 15, 2026.
32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. All amounts in this report are in U.S. dollars, unless otherwise noted.
Overview
General
HealthLynked Corp. (the “Company,” “we,” “our,” or “us”) was incorporated in the State of Nevada on August 4, 2014. We currently operate in three distinct divisions:
| ● | Health Services Division: This division is comprised of a single patient service practice under the NCFM brand that includes the combined service offerings of (i) NCFM, a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) CCN, a primary care providing a comprehensive range of medical services, and (iii) AEU, a minimally and non-invasive cosmetic services. During October 2025, the Company sold the assets associated with its BTG practice, which had previously been included in the Health Services segment. |
| ● | Digital Healthcare Division: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
Critical accounting policies and significant judgments and estimates
For a discussion of our critical accounting policies, see Note 2, “Significant Accounting Policies,” in the Notes to consolidated Financial Statements.
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Management bases its estimates on historical experience, current conditions and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates, and such differences could be material to our consolidated financial statements. Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. Significant estimates used in the preparation of our consolidated financial statements include the following:
Derivative Financial Instruments
In evaluating our financial instruments, management assesses the terms of debt agreements, equity-linked contracts and other arrangements to determine whether embedded features require bifurcation and separate accounting as derivatives. This assessment involves significant judgment in evaluating contractual terms, including settlement provisions, conversion features, and adjustments to exercise prices or conversion ratios. Management also evaluates whether such instruments qualify for the scope exception for contracts indexed to and settled in the Company’s own stock. Changes in the interpretation of contractual provisions or the issuance of new accounting guidance could result in different conclusions regarding derivative classification.
Derivative financial instruments are recorded at fair value, with changes in fair value recognized in earnings. Estimating fair value requires the use of valuation models that incorporate significant assumptions, including expected volatility of the Company’s common stock, risk-free interest rates, expected term, and the probability of certain contingent events occurring. Because many of these inputs are not observable in active markets, the valuations may involve significant management judgment and are typically classified within Level 3 of the fair value hierarchy. Changes in these assumptions could materially affect the fair value of derivative liabilities or assets and result in significant fluctuations in our reported results of operations.
33
Contingent Sale Consideration Receivable
The fair value of contingent consideration receivable related to the sale of businesses or assets is estimated using probability-weighted cash flow models. These estimates require significant judgment regarding the likelihood of achieving performance targets, expected timing of payments, discount rates and other factors. Changes in assumptions regarding the expected performance of the divested business or other conditions could materially affect the estimated fair value of the receivable and may result in adjustments recognized in earnings.
Inventory Valuation
Inventory is stated at the lower of cost or net realizable value. We evaluate inventory quantities on hand relative to expected future demand, product life cycles, technological changes and market conditions. We record reserves for excess, slow-moving or obsolete inventory based on these assessments. Changes in demand forecasts or product pricing could result in additional inventory write-downs.
Stock-Based Compensation
We measure stock-based compensation expense based on the estimated fair value of equity awards granted to employees and non-employees. Determining the fair value of these awards requires judgment in estimating inputs to valuation models, including expected volatility, expected term, risk-free interest rates and expected forfeiture rates. Changes in these assumptions could materially impact the amount of stock-based compensation expense recognized in our consolidated financial statements.
Valuation Allowance on Deferred Tax Assets
We evaluate the realizability of our deferred tax assets and record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant judgment and involves evaluating both positive and negative evidence, including historical operating results, future taxable income projections, the timing of reversal of temporary differences and available tax planning strategies. Changes in our operating performance or tax planning strategies could result in adjustments to the valuation allowance.
Lease Accounting and Incremental Borrowing Rate
For leases in which the implicit rate cannot be readily determined, we estimate the incremental borrowing rate used to measure our right-of-use assets and related lease liabilities under ASC 842. Determining the incremental borrowing rate requires judgment and considers factors such as our credit risk, the lease term, economic environment and collateralized borrowing rates available to us.
Useful Lives of Property and Equipment
Property and equipment are depreciated over their estimated useful lives. Determining the appropriate useful life for an asset requires judgment regarding the expected period over which the asset will provide economic benefit. Changes in technology, market conditions, or usage patterns could result in revisions to estimated useful lives and changes in depreciation expense.
34
Results of Operations
Comparison of Three Months Ended March 31, 2026 and 2025
The following table summarizes the changes in our results of operations for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Patient service revenue, net | $ | 418,613 | $ | 752,015 | $ | (333,402 | ) | -44 | % | |||||||
| Subscription revenue | 3,494 | 9,584 | (6,090 | ) | -64 | % | ||||||||||
| Product revenue | 1,358 | 12,609 | (11,251 | ) | -89 | % | ||||||||||
| Total revenue | 423,465 | 774,208 | (350,743 | ) | -45 | % | ||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | 142,104 | 402,366 | (260,262 | ) | -65 | % | ||||||||||
| Other practice operating expenses | 99,819 | 313,976 | (214,157 | ) | -68 | % | ||||||||||
| Cost of product revenue | 9,034 | 17,816 | (8,782 | ) | -49 | % | ||||||||||
| Selling, general and administrative expenses | 847,281 | 629,415 | 217,866 | 35 | % | |||||||||||
| Depreciation and amortization | 26,040 | 28,024 | (1,984 | ) | -7 | % | ||||||||||
| Loss from operations | (700,813 | ) | (617,389 | ) | (83,424 | ) | 14 | % | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Gain on extinguishment of debt | 1,328,069 | 42,726 | 1,285,343 | 3008 | % | |||||||||||
| Loss on change in fair value of debt | (2,180,526 | ) | (49,186 | ) | (2,131,340 | ) | 4333 | % | ||||||||
| Gain on change in fair value of derivative financial instruments | 32,169 | 45,038 | (12,869 | ) | -29 | % | ||||||||||
| Amortization of original issue discounts on notes payable | (87,984 | ) | (405,113 | ) | 317,129 | -78 | % | |||||||||
| Interest expense and other | (12,219 | ) | (67,015 | ) | 54,796 | -82 | % | |||||||||
| Total other income (expenses) | (920,491 | ) | (433,550 | ) | (486,941 | ) | 112 | % | ||||||||
| Net loss | $ | (1,621,304 | ) | $ | (1,050,939 | ) | $ | (570,365 | ) | 54 | % | |||||
| * | Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year. |
Revenue
Patient service revenue decreased by $333,402, or 44% year-over-year, from $752,015 in the three months ended March 31, 2025, to $418,613 in the three months ended March 31, 2026, primarily as a result of (i) the downsizing and combination of services offerings for our Health Services Division into a single patient service practice under the NCFM brand in May 2025, representing a year-over-year decline in revenue of $226,341, or 35%, and (ii) the sale of the BTG practice assets in October 2025, representing a year-over-year decline in revenue of $107,061, or 100%. The overall reduction in patient service revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $474,419, or 66%, from the three months ended March 31, 2025 to the three months ended March 31, 2026.
Subscription revenue in the three months ended March 31, 2026 decreased by $6,090, or 64% year-over-year, to $3,494 in the three months ended March 31, 2026, from $9,584 in the three months ended March 31, 2025, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.
Product revenue was $1,358 in the three months ended March 31, 2026, compared to $12,609 in the three months ended March 31, 2025, a decrease of $11,251, or 89%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.
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Operating Expenses and Costs
Practice salaries and benefits decreased by $260,262, or 65%, to $142,104 in the three months ended March 31, 2026, compared to $402,366 in the three months ended March 31, 2025, primarily as a result of focused cost reduction efforts at all of our practices starting in 2023 and continuing into 2025.
Other practice operating costs decreased by $214,157 or 68%, to $99,819 in the three months ended March 31, 2026 from $313,976 in the three months ended March 31, 2025, primarily as a result of focused cost reduction efforts at all of our practices starting in 2023 and continuing into 2025.
Cost of product revenue was $9,034 in the three months ended March 31, 2026, a decrease of $8,782, or 49%, compared to $17,816 in the same period of 2025, corresponding to the decline in product sales for the period compared to the same period in the prior year.
Selling, general and administrative costs increased by $217,866, or 35%, to $847,281 in the three months ended March 31, 2026 compared to $629,415 in the three months ended March 31, 2025, primarily due to higher stock based compensation charges by $290,396, offset by lower salaries, office and overhead costs in our corporate function resulting from focused cost cutting efforts.
Depreciation and amortization in the three months ended March 31, 2026 decreased by $1,984, or 7%, to $26,040, compared to $28,024 in the three months ended March 31, 2025, primarily as a result of a slightly lower depreciable fixed asset base in the three months ended March 31, 2026.
Loss from operations increased by $83,424, or 14%, to $700,813 in the three months ended March 31, 2026 compared to $617,389 in the three months ended March 31, 2025, primarily as a result of lower revenue from our scaled-down patient service practices and higher stock based compensation expense in 2026, offset by reduced practice operating costs and other cash-based corporate overhead costs.
Other Income (Expenses)
Gain on extinguishment of debt in the three months ended March 31, 2026 was a gain of $1,328,069, compared to $42,726 in the three months ended March 31, 2025. Gain on extinguishment of debt in the three months ended March 31, 2026 resulted from the refinancing on February 2, 2026 (the “Dent Refinancing”) of all past outstanding notes with aggregate principal totaling $4,338,192, accrued interest totaling $737,180, undocumented advances totaling $339,840 and accrued compensation liabilities totaling $300,600 payable to Dr. Michael Dent (the “Prior Dent Debt”) into a new consolidated Secured Convertible Promissory Note in the principal amount of $5,715,812 payable to a trust controlled by Dr. Michael Dent (the “February 2026 Dent Note”). Gain on extinguishment of debt in the three months ended March 31, 2025 resulted from the extension of 12 notes payable to Dr. Dent during the quarter.
Loss on the change in fair value of debt in the three months ended March 31, 2026 was $2,180,526 comprised of (i) a loss of $1,816,073 from the change in fair value of the February 2026 Dent Note between its issuance date of February 2, 2026 and March 31, 2026, and (ii) a loss of $364,453 from the change in fair value of certain notes payable including in the refinanced Prior Dent Debt between December 1, 2025 and the Dent Refinancing date of February 2, 2026. Loss on the change in fair value of debt in the three months ended March 31, 2025 was $49,186 related to 13 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.
Gain on change in fair value of derivative financial instruments was $32.169 in the three months ended March 31, 2026, a decrease of $12.869, or 29%, compared to a gain of $45,038 in the three months ended March 31, 2025. These gains result from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end.
Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended March 31, 2026 was $87,984, a decrease of $317,129, or 78%, compared to $405,113 in the three months ended March 31, 2025. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The decrease was due to larger equity-based and original issue discounts offered for notes payable being amortized in 2025, and therefore larger corresponding amortizable discount balances, in 2025 compared to 2026.
Interest expense and other decreased by $54,796, or 82%, to $12,219 for the three months ended March 31, 2026, compared to $67,015 in the three months ended March 31, 2025, due primarily to debt associated with our largest debtholder, Dr. Michael Dent, being carried at fair value. Interest charges are reflected as future cash outflows, and therefore through the change in fair value of debt rather than through interest expense, for instruments carried at fair value.
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Total other net expenses increased by $486,941, or 112%, to net expense of $920,491 in the three months ended March 31, 2026 compared to net expense of $433,550 in the three months ended March 31, 2025. The change was primarily a result of an increased loss on change in fair value of debt from the increase in fair value of the February 2026 Dent Note during the three months ended March 31, 2026, offset by higher gains on extinguishment of debt related to the Dent Refinancing, lower debt-related discount amortization and lower interest charges.
Net loss
Net loss increased by $570,365, or 54%, to $1,621,304 in the three months ended March 31, 2026, compared to net loss of $1,050,939 in the three months ended March 31, 2025, primarily as a result of (i) increased loss on change in fair value of debt from the increase in fair value of the February 2026 Dent Note during the three months ended March 31, 2026, (ii) lower revenue from our practices, and (iii) higher stock-based compensation expense, offset by (iv) higher gains on extinguishment of debt related to the Dent Refinancing, (v) reduced practice operating costs resulting from substantial downsizing and cost cutting measures, and (vi) and lower debt-related discount amortization and interest charges.
Seasonal Nature of Operations
We do not experience any material seasonality related to any of our operations.
Liquidity and Capital Resources
Liquidity Condition
During the 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (May 15, 2027).
Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before May 15, 2027 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, there is substantial doubt about our ability to continue as a going concern through May 15, 2027. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure.
As of March 31, 2026, we had cash balances of $23,973, a working capital deficit of $6,658,253 and an accumulated deficit of $52,196,869. For the three months ended March 31, 2026, we had a net loss of $1,621,304 and used cash from operating activities of $221,976. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.
Significant Liquidity Transactions
Through March 31, 2026, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.
During the three months ended March 31, 2026, we issued new convertible notes payable to related parties for aggregate net cash proceeds of $95,000 and refinanced existing notes payable to our CEO, Dr. Michael Dent, with an aggregate principal value of $4,338,192. We also issued notes payable to third parties for net cash proceeds of $350,000. We made repayments on related party and third-party notes of $236,187 in three months ended March 31, 2026.
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On February 2, 2026, we refinanced all past outstanding notes with aggregate principal totaling $4,338,192, accrued interest totaling $737,180, undocumented advances totaling $339,840 and accrued compensation liabilities totaling $300,600 into the February 2026 Dent Note in the principal amount of $5,715,812. The February 2026 Dent Note accrues interest at a rate of 12% per year and matures on February 2, 2029, at which time all outstanding principal and interest is due. The February 2026 Dent Note is convertible into shares of common stock at any time at the holder’s discretion at a conversion price of $4.25 per share, subject to adjustment in the event of a future offering by us at a price lower than the conversion price.
On February 9, 2026, we filed a Form S-1 registration statement with the SEC for the sale of up to $7,500,000 shares of our common stock at a proposed offering price between $4.00 and $6.00 per share (the “Common Stock Offering”). On April 30, 2026, we filed an amendment to Form S-1 registration statement with the SEC. Any proceeds from the offering are subject to effectiveness of the Offering Statement and demand from the market to purchase our common stock.
Without raising additional capital, whether via the sale of equity or debt instruments, from proceeds from the Common Stock Offering, from receipt of remaining contingent consideration related to the sale of AHP, from the sale of our current practices, or from other sources, there is substantial doubt about our ability to continue as a going concern through May 15, 2027. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
Plan of operation and future funding requirements
Our plan of operations is to profitably operate our Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”
Our business model employs both consumer (B2C) and enterprise (B2B) revenue streams, driven by patient subscriptions, telemedicine services, appointment booking fees for in-network providers, and strategic partnerships with insurers, employers, and research organizations. Beyond individual patients and providers, HealthLynked’s business model can extend to strategic partnerships with insurance companies, large employers, pharmaceutical companies, and medical research organizations. If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.
We plan to raise additional capital to fund our ongoing plan of operation.
Historical Cash Flows
Cash flows during the years ended three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash (used in) provided by: | ||||||||
| Operating activities | $ | (221,976 | ) | $ | (432,553 | ) | ||
| Investing activities | — | — | ||||||
| Financing activities | 208,813 | 378,582 | ||||||
| Net increase (decrease) in cash | $ | (13,163 | ) | $ | (53,971 | ) | ||
Operating Activities – During the three months ended March 31, 2026, we used cash from operating activities of $221,976, as compared with $432,553 in the three months ended March 31, 2025. The decrease in cash usage results primarily from cost reduction efforts at our Health Services practices and corporate office.
Investing Activities – We did not have any cash flows from investing activities during the three months ended March 31, 2026 or 2025.
Financing Activities – During the three months ended March 31, 2026 and 2025, we received cash of $208,813 and $378,582, respectively, from financing activities. Cash provided by financing activities in 2026 was comprised of $350,000 from the issuance of notes payable to third parties and $95,000 from the issuance of notes payable to related parties, offset by $236,187 repayments made against notes payable balances to third parties and related party advances. During the three months ended March 31, 2025, cash provided by financing activities was $378,582, comprised of $10,000, from the sale of common stock, $305,000 from the issuance of notes payable to third parties and $175,000 from the issuance of notes payable to related parties, offset by $111,418 repayments made against notes payable balances to third parties.
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Exercise of Warrants and Options
No warrants or options were exercised during the three months ended March 31, 2026 or 2025.
Other Outstanding Obligations at March 31, 2026
As of March 31, 2026, 672,824 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $1.65 to $90.00.
As of March 31, 2026, 131,174 shares of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $2.20 to $16.10.
As of March 31, 2026, 95,031 shares of our common stock were earned but unissued pursuant to consulting and private placement agreements.
As of March 31, 2026, 1,345,032 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the beneficial holders of those instruments, Dr. Michael Dent and Jason Bishara.
Off Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2026 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, and in light of the material weaknesses found in our internal controls over financial reporting, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors
The Company is not required to provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously disclosed in a Current Report on Form 8-K or in a Form 10-Q or 10-K, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this report:
On January 14, 2026, we issued to Jason Bishara, one of our Directors, a convertible note with principal of $25,000, an interest rate of 12% per annum, and a maturity date of January 14, 2027. The note is convertible into shares of our common stock at a fixed conversion price of $3.00 per share. We received net proceeds of $25,000. In connection with the note, we also issued Mr. Bishara a five-year warrant to purchase 8,333 shares of our common stock at an exercise price of $3.00 per share.
On January 14, 2026, we issued to an investor a convertible note with principal of $25,000, an interest rate of 12% per annum, and a maturity date of January 14, 2027. The note is convertible into shares of our common stock at a fixed conversion price of $3.00 per share. We received net proceeds of $25,000. In connection with the note, we also issued the investor a five-year warrant to purchase 8,333 shares of our common stock at an exercise price of $3.00 per share.
On January 21, 2026, we issued a promissory note to an investor with a stated principal amount of $151,800 and prepaid interest of $18,216 for total repayments of $170,016. We received net proceeds of $25,000 after original issue discount of $19,800 and fees of $7,000. The note does not bear interest in excess of the original issue discount and prepaid interest and matures on November 15, 2026. We are required to make an initial payment of $85,008 on July 15, 2026 and four monthly payments of $21,252 starting August 15, 2026 and ending on November 15, 2026. The note gives the holder a conversion right at a 35% discount to the market price of our common stock only in the event of default.
On January 22, 2026, we issued a convertible promissory note to an investor with a stated principal amount of $240,000, an interest rate of 12% per annum and maturity upon the earlier of (i) six months from the issue date or upon a US senior exchange listing. The note is convertible into shares of our common stock at a fixed conversion price of $6.07 per share. We received net proceeds of $200,000 after original issue discount of $40,000. The note gives the holder a conversion right at a 20% discount to the market price of our common stock only in the event of default. In connection with the note, we also issued the investor a five-year warrant to purchase 32,249 shares of our common stock at an exercise price of $6.07 per share.
On January 27, 2026, we issued a promissory note to an investor with a stated principal amount of $151,800 and prepaid interest of $18,216 for total repayments of $170,016. We received net proceeds of $25,000 after original issue discount of $19,800 and fees of $7,000. The note does not bear interest in excess of the original issue discount and prepaid interest and matures on November 15, 2026. We are required to make an initial payment of $85,008 on July 15, 2026 and four monthly payments of $21,252 starting August 15, 2026 and ending on November 15, 2026. The note gives the holder a conversion right at a 35% discount to the market price of our common stock only in the event of default.
On February 2, 2026, the Company refinanced all past outstanding notes with aggregate principal totaling $4,338,192, accrued interest totaling $737,180, undocumented advances totaling $339,840 and accrued compensation liabilities totaling $300,600 into a new consolidated Secured Convertible Promissory Note in the principal amount of $5,715,812 payable to a trust controlled by Dr. Michael Dent (the “February 2026 Dent Note”). The February 2026 Dent Note accrues interest at a rate of 12% per year and matures on February 2, 2029, at which time all outstanding principal and interest is due. The February 2026 Dent Note is convertible into shares of common stock at any time at the holder’s discretion at a conversion price of $4.25 per share, subject to adjustment in the event of a future offering by the Company at a price lower than the conversion price.
On February 27, 2026, we issued 60,000 shares to a consultant for services performed.
The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March
31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, or the
Exchange Act)
Item 6. Exhibits
| Exhibit No. | Exhibit Description | |
| 31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 31.2* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer | |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 32.2* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Inline XBRL Instance Document | |
| Inline XBRL Taxonomy Extension Schema Document | ||
| Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 15, 2026
| HEALTHLYNKED CORP. | |||
| By: | /s/ Michael Dent | ||
| Name: | Michael Dent | ||
| Title: |
Chief Executive Officer and Chairman (Principal Executive Officer) | ||
| By: | /s/ Jeremy Daniel | ||
| Name: | Jeremy Daniel | ||
| Title: | Chief Financial Officer and Principal Financial Officer | ||
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