UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~ 2026

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

For the transition period from [ ] to [ ]

Commission file number: 000-55768

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

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

1265 Creekside Parkway, Suite 200, Naples FL 34108
(Address of principal executive offices)

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


(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

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

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

As of ~~November~~May 1915, ~~2025~~2026, there were 2,~~866~~941,104 shares of the issuer’s ~~common~~ common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

		PAGE NO.
PART I	FINANCIAL INFORMATION	1
Item 1	Financial Statements (Unaudited)	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3933
Item 3	Quantitative and Qualitative Disclosures about Market Risk	4639
Item 4	Controls and Procedures	4639
Part II	OTHER INFORMATION	4740
Item 1	Legal Proceedings	4740
Item 1A	Risk Factors	4740
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4740
Item 3	Defaults upon Senior Securities	4841
Item 4	Mine Safety Disclosure	4841
Item 5	Other Information	4841
Item 6	Exhibits	4841

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
ASSETS	(Unaudited)
Current Assets
Cash	$	1023,~~911~~973		$	7637,~~241~~136
Inventory, net		3118,~~977~~471			4417,~~686~~962
Prepaid expenses and other current assets		3633,~~559~~375			5632,~~719~~935
Contingent sale consideration receivable, current portion		1,463,518			1,463,518
Total Current Assets		1,~~542~~539,~~965~~337			1,~~641~~551,~~164~~551
Property and equipment, net of accumulated depreciation of $702,256 and $634,839 as of September 30, 2025 and December 31, 2024, respectively		101,159			176,576
Property and equipment, net of accumulated depreciation of $754,750 and $728,710 as of March 31, 2026 and December 31, 2025, respectively		48,665			74,705
Right of use lease assets		~~120~~37,~~433~~789			~~361~~76,~~109~~090
Deposits, long term portion		—			44,140
Total Assets	$	1,625,791		$	1,702,346
Total Assets	$	1,764,557		$	2,222,989
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable, accrued expenses and other current liabilities	$	~~785~~942,~~982~~741		$	~~765~~821,~~312~~480
Contract liabilities		4730,~~735~~598			~~232~~25,~~545~~924
Lease liability, current portion		~~116~~37,~~762~~789			~~208~~75,~~549~~168
Derivative financial instruments		7540,~~732~~196			—23,846
Notes payable and other amounts due to related party, net of unamortized original issue discount of $32,739 and $494,104 as of September 30, 2025 and December 31, 2024, respectively		5,216,072			3,212,521
Notes payable and other amounts due to related party, net of unamortized original issue discount of $7,680 and $-0- as of March 31, 2026 and December 31, 2025, respectively		6,480,677			5,533,231
Notes payable, current portion, net of unamortized original issue discount of $92,294 and $27,414 as of September 30, 2025 and December 31, 2024, respectively		293,937			127,095
Notes payable, current portion, net of unamortized original issue discount of $210,734 and $109,027 as of March 31, 2026 and December 31, 2025, respectively		521,615			389,652
Indemnification liability		143,974			143,974
Current liabilities held for sale		64,107			—
Total Current Liabilities		8,197,590			7,013,275
Total Current Liabilities		6,744,301			4,689,996
Long-Term Liabilities
Lease liability, long term portion		~~3,671~~—			~~153,592~~922
Government and other notes payable, long term portion		450,000			~~508~~450,~~610~~000
Total Liabilities		78,~~197~~647,~~972~~590			57,~~352~~464,~~198~~197
Commitments and contingencies (Note 15)
Commitments and contingencies (Note 14)
Shareholders’ Deficit
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 2,847,873 and 2,821,877 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		285			282
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 2,941,104 and 2,881,104 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		294			288
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2,750			2,750
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		2,750			2,750
Common stock issuable, $0.0001 par value; 28,162 and 30,632 as of September 30, 2025 and December 31, 2024, respectively		85,498			161,632
Common stock issuable, $0.0001 par value; 95,031 and 22,052 as of March 31, 2026 and December 31, 2025, respectively		61,356			61,349
Additional paid-in capital		45,~~246~~110,~~444~~670			44,~~870~~712,~~742~~980
Accumulated deficit		(5052,~~768~~196,~~392~~869	)		(4850,~~164~~539,~~615~~218	)
Total Shareholders’ Deficit		(57,~~433~~021,~~415~~799	)		(35,~~129~~761,~~209~~851	)
Total Liabilities and Shareholders’ Deficit	$	1,~~764~~625,~~557~~791		$	21,~~222~~702,~~989~~346

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Revenue
Patient service revenue, net	$418,613	~~380,780~~		$752,015	~~522,795~~		$	~~1,705,635~~		$	~~2,249,579~~
Subscription revenue	3,494	~~1,450~~		9,584	~~32,367~~			~~18,133~~			~~48,161~~
Product revenue		61,~~315~~358			3412,~~962~~609			~~31,345~~			~~91,694~~
Total revenue		~~388~~423,~~545~~465			~~590~~774,~~124~~208			~~1,755,113~~			~~2,389,434~~
Operating Expenses and Costs
Practice salaries and benefits		~~180~~142,~~754~~104			~~449~~402,~~759~~366			~~868,499~~			~~1,546,806~~
Other practice operating expenses		~~207~~99,~~068~~819			~~349~~313,~~467~~976			~~768,439~~			~~1,221,272~~
Cost of product revenue		9,~~418~~034			3117,~~674~~816			~~43,212~~			~~86,976~~
Selling, general and administrative expenses		~~500~~847,~~736~~281			~~631~~629,~~828~~415			~~1,581,906~~			~~2,492,740~~
Depreciation and amortization		2026,~~155~~040			8228,~~743~~024			~~75,417~~			~~254,514~~
Impairment loss		—			716,000			—			716,000
Total Operating Expenses and Costs		1,124,278			1,391,597
Total Operating Expenses and Costs		918,131			2,261,471			3,337,473			6,318,308
Loss from operations		(700,813	)		(617,389	)
Loss from operations		(529,586	)		(1,671,347	)		(1,582,360	)		(3,928,874	)
Other Income (Expenses)
Other Income (Expenses)
Gain on extinguishment of debt		1,328,069			42,726
Gain (loss) on extinguishment of debt		85,150			2,580			260,122			(167,647	)
Loss on change in fair value of debt		(2,180,526	)		(49,186	)
Gain (loss) on change in fair value of debt		(197,939	)		65,344			(352,627	)		93,244
Gain on change in fair value of derivative financial instruments		32,169			45,038
Loss on change in fair value of derivative financial instruments		(48,494	)		—			(2,762	)		—
Amortization of original issue discounts on notes payable		(87,984	)		(405,113	)
Amortization of original issue discounts on notes payable		(109,470	)		(322,141	)		(729,163	)		(801,762	)
Interest expense and other		(12,219	)		(67,015	)
Interest expense and other		(51,461	)		(47,555	)		(196,987	)		(96,234	)
Total other income (expenses)		(920,491	)		(433,550	)
Total other income (expenses)		(322,214	)		(301,772	)		(1,021,417	)		(972,399	)
Loss before provision for income taxes		(1,621,304	)		(1,050,939	)
Loss before provision for income taxes		(851,800	)		(1,973,119	)		(2,603,777	)		(4,901,273	)
Provision for income taxes		—			—
Provision for income taxes		—			—			—			—
Net loss	$	(1,621,304	)	$	(1,050,939	)
Net loss	$	(851,800	)	$	(1,973,119	)	$	(2,603,777	)	$	(4,901,273	)
Deemed dividend		(36,347	)		—
Net loss per share, basic and diluted:
Net loss to common shareholders	$	(1,657,651	)	$	(1,050,939	)
Basic	$	(0.30	)	$	(0.70	)	$	(0.92	)	$	(1.74	)
Net loss per share, basic and diluted:
Fully diluted		(0.30	)		(0.70	)		(0.92	)		(1.74	)
Basic	$	(0.56	)	$	(0.37	)
Weighted average number of common shares:
Fully diluted		(0.56	)		(0.37	)
Basic		2,832,377			2,819,472			2,823,806			2,814,287
Net loss to common shareholders per share, basic and diluted:
Fully diluted		2,832,377			2,819,472			2,823,806			2,814,287
Basic	$	(0.57	)	$	(0.37	)
Fully diluted		(0.57	)		(0.37	)
Weighted average number of common shares:
Basic		2,902,203			2,819,472
Fully diluted		2,902,203			2,819,472

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 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			~~Equity~~Deficit
	(#)		(#)		($)		($)		($)			($)			($)			($)
Balance at December 31, 2025		2,881,104		2,750,000		288		2,750		61,349			44,712,980			(50,539,218	)		(5,761,851	)
Fair value of warrants allocated to proceeds of convertible notes payable		—		—		—		—		—			63,834			—			63,834
Consultant and director fees payable with common shares and warrants		60,000		—		6		—		7			205,787			—			205,800
Shares and options issued to employees		—		—		—		—		—			91,722			—			91,722
Deemed dividend resulting from down round adjustment		—		—		—		—		—			36,347			(36,347	)		—
Net loss		—		—		—		—		—			—			(1,621,304	)		(1,621,304	)
Balance at March 31, 2026		2,941,104		2,750,000		294		2,750		61,356			45,110,670			(52,196,869	)		(7,021,799	)
Balance at December 31, 2024		2,821,877		2,750,000		282		2,750		161,632			44,870,742			(48,164,615	)		(3,129,209	)
Sales of common stock		—		—		—		—		3,245			—			—			3,245
Fair value of warrants allocated to proceeds of common stock		—		—		—		—		—			6,755			—			6,755
Stock fees related to sales of common stock		—		—		—		—		3,000			(3,000	)		—			—
Fair value of warrants to extend related party debt		—		—		—		—		—			25,625			—			25,625
Shares and options issued to employees		—		—		—		—		—			7,126			—			7,126
Net loss		—		—		—		—		—			—			(1,050,939	)		(1,050,939	)
Balance at March 31, 2025		2,821,877		2,750,000		282		2,750		167,877			44,907,248			(49,215,554	)		(4,137,397	)
Stock fees related to sales of common stock		—		—		—				3,000			(3,000	)		—			—
Fair value of warrants to extend related party debt		—		—		—		—		—			22,126			—			22,126
Fair value of beneficial conversion feature allocated to proceeds of related party debt		—		—		—		—		—			58,725			—			58,725
Shares and options issued to employees		—		—		—		—		—			5,266			—			5,266
Net loss		—		—		—		—		—			—			(701,038	)		(701,038	)
Balance at June 30, 2025		2,821,877		2,750,000		282		2,750		170,877			44,990,365			(49,916,592	)		(4,752,318	)
Adjustment for reverse stock split				—				—		—			—			—			—
Sales of common stock		2,000		—		—		—		(3,245	)		3,245			—			—
Fair value of warrants allocated to proceeds of common stock		—		—		—		—		—						—			—
Stock fees related to sales of common stock		7,669		—		1				(38,134	)		38,133			—			—
Fair value of warrants to extend related party debt		—		—		—		—		—			25,875			—			25,875
Fair value of beneficial conversion feature allocated to proceeds of related party debt		—		—		—		—		—			41,812			—			41,812
Consultant and director fees payable with common shares and warrants		16,327		—		2		—		(44,000	)		84,688			—			40,690
Shares and options issued to employees		—		—		—		—		—			24,042			—			24,042
Fair value of stock options issued to reduce accounts payable		—		—		—		—		—			38,284			—			38,284
Net loss		—		—		—		—		—			—			(851,800	)		(851,800	)
Balance at September 30, 2025		2,847,873		2,750,000		285		2,750		85,498			45,246,444			(50,768,392	)		(5,433,415	)

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

	Number of Shares								Common			Additional						Total
	Common		Preferred		Common		Preferred		Stock			Paid-in			Accumulated			Shareholders’
	Stock		Stock		Stock		Stock		Issuable			Capital			Deficit			Equity
	(#)		(#)		($)		($)		($)			($)			($)			($)
Balance at December 31, 2023		2,762,055		2,750,000		276		2,750		281,682			42,553,158			(42,033,136	)		804,730
Sales of common stock		51,000		—		5		—		—			255,918			—			255,923
Fair value of warrants allocated to proceeds of common stock		—		—		—		—		—			99,077			—			99,077
Fair value of warrants allocated to proceeds of related party debt		—		—		—		—		—			209,943			—			209,943
Fair value of beneficial conversion feature allocated to proceeds of related party debt		—		—		—		—		—			146,405			—			146,405
Consultant and director fees payable with common shares and warrants		—		—		—		—		43,437			—			—			43,437
Shares and options issued to employees		—		—		—		—		(270,549	)		320,246			—			49,697
Net loss		—		—		—		—		—			—			(1,387,718	)		(1,387,718	)
Balance at March 31, 2024		2,813,055		2,750,000		281		2,750		54,570			43,584,747			(43,420,854	)		221,494
Sales of common stock		8,772		—		—				—			38,821			—			38,821
Fair value of warrants allocated to proceeds of common stock		—		—		—		—		—			11,178			—			11,178
Fair value of warrants allocated to proceeds of related party debt		—		—		—		—		—			364,422			—			364,422
Fair value of beneficial conversion feature allocated to proceeds of related party debt		—		—		—		—		—			392,905			—			392,905
Consultant and director fees payable with common shares and warrants		—		—		—		—		69,624			—			—			69,624
Shares and options issued to employees		50		—		1		—		(13,320	)		30,732			—			17,413
Net loss		—		—		—		—		—			—			(1,540,436	)		(1,540,436	)
Balance at June 30, 2024		2,821,877		2,750,000		282		2,750		110,874			44,422,805			(44,961,290	)		(424,579	)
Stock fees related to sales of common stock		—		—		—				3,000			(32,134	)		—			(29,134	)
Fair value of warrants allocated to proceeds of related party debt		—		—		—		—		—			209,931			—			209,931
Fair value of beneficial conversion feature allocated to proceeds of related party debt		—		—		—		—		—			242,979			—			242,979
Consultant and director fees payable with common shares and warrants		—		—		—		—		33,635			—			—			33,635
Shares and options issued to employees		—		—		—		—		—			7,368			—			7,368
Net loss		—		—		—		—		—			—			(1,973,119	)		(1,973,119	)
Balance at September 30, 2024		2,821,877		2,750,000		282		2,750		147,509			44,850,949			(46,934,409	)		(1,932,919	)

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024
	2026			2025
Cash Flows from Operating Activities
Net loss	$	(21,~~603~~621,~~777~~304	)	$	(41,~~901~~050,~~273~~939	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		7526,~~417~~040			~~254~~28,~~514~~024
Impairment loss		—			716,000
Stock based compensation, including amortization of deferred equity compensation		297,522			7,126
Stock based compensation, including amortization of deferred equity compensation		65,409			192,039
Gain on change in fair value of derivative financial instruments		(32,169	)		(45,038	)
Gain on change in fair value of derivative financial instruments		2,762
Amortization of debt discount		87,984			405,113
Amortization of debt discount		729,163			801,762
(Gain) loss on extinguishment of debt		(1,328,069	)		(42,726	)
(Gain) loss on extinguishment of debt		(260,122	)		167,647
Change in fair value of debt		2,180,526			49,186
Change in fair value of debt		352,627			(93,244	)
Other non-cash income		—			(1,662	)
Changes in operating assets and liabilities:
Accounts receivable		—			(4,696	)
Inventory		(509	)		12,427
Inventory		12,709			54,403
Contract assets		—			6,144
Contract assets		18,956			(335	)
Prepaid expenses and other current assets		(440	)		1,068
Prepaid expenses and other current assets		45,343			13,565
Right of use lease assets		27,423			64,040
Right of use lease assets		155,501			248,913
Accounts payable and accrued expenses		163,769			212,172
Accounts payable and accrued expenses		388,868			110,549
Lease liability		(27,423	)		(64,659	)
Lease liability		(156,533	)		(249,721	)
Contract liabilities		4,674			(14,491	)
Contract liabilities		(184,810	)		(58,981	)
Net cash used in operating activities		(221,976	)		(432,553	)
Liabilities held for sale		64,107			—
Net cash used in operating activities		(1,294,380	)		(2,750,520	)
Cash Flows from Investing Activities
Acquisition of property and equipment		—			(2,598	)
Net cash used in investing activities		—			—
Net cash used in investing activities		—			(2,598	)
Cash Flows from Financing Activities
Proceeds from sale of common stock		~~10,000~~—			~~405~~10,000
Proceeds from related party notes payable		1,266,000			2,675,000
Proceeds from related party notes payable and advances		95,000			175,000
Proceeds from third party notes payable		~~430~~350,000			~~335~~305,000
Repayment of related party notes payable		(56,000	)		(67,601	)
Repayment of related party notes payable and advances		(34,840	)		—
Repayment of third party notes payable		(~~420~~201,~~950~~347	)		(~~826~~111,~~545~~418	)
Net cash provided by financing activities		1208,~~229,050~~813			2378,~~520,854~~582
Net decrease in cash		(6513,~~330~~163	)		(~~232~~53,~~264~~971	)
Cash, beginning of period		7637,~~241~~136			~~247~~76,~~222~~241
Cash, end of period	$	1023,~~911~~973		$	1422,~~958~~270

(continued)

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024
	2026			2025
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	157,~~351~~310		$	196,~~737~~579
Cash paid during the period for income tax	$	—		$	—
Schedule of non-cash investing and financing activities:
Recognition of operating lease: right of use asset and lease liability	$	29,997		$	28,044
Extinguishment of operating lease: right of use asset and lease liability	$	(10,878	)	$	—
Extinguishment of operating lease: right of use asset and lease liability	$	(115,172	)	$	(37,469	)
Fair value of warrants allocated to proceeds of related party notes payable	$	9,700		$	—
Fair value of options issued in satisfaction of common stock issuable	$	—		$	283,869
Fair value of warrants allocated to proceeds of third party notes payable	$	54,136		$	—
Fair value of warrants allocated to proceeds of related party notes payable	$	—		$	751,158
Fair value of derivative financial instruments allocated to proceeds of third party notes payable	$	48,519		$	62,017
Fair value of derivative financial instruments allocated to proceeds of third party notes payable	$	72,970		$	—
Original issue discounts allocated to proceeds of notes payable	$	85,016		$	113,002
Fair value of beneficial conversion feature allocated to proceeds of related party notes payable	$	100,536		$	782,292
Fair value of warrants issued to extend related party debt	$	—		$	25,625
Original issue discounts allocated to proceeds of notes payable	$	164,063		$	—
Principal amount of convertible notes payable to related party refinanced	$	4,408,192		$	1,216,500
Fair value of warrants issued to extend related party debt	$	73,626		$	33,138
Principal amount of undocumented advances converted to convertible note payable to related party	$	269,840		$	—
Principal amount of convertible notes payable to related party refinanced	$	3,926,500		$	—
Deferred compensation payable included in principal balance of notes payable to related party	$	300,600		$	420,000
Principal amount of undocumented advances converted to convertible note payable to related party	$	420,000		$	—
Accrued interest included in fair value of note payable	$	42,509		$	56,087
Incremental fair value of convertible note payable to related party resulting from refinancing	$	11,607		$	49,680
Incremental fair value of convertible notes payable to related party resulting from refinancing	$	11,572		$	(12,264	)
Fair value of shares issued for equity issuance costs	$	~~9,000~~—		$	293,~~134~~000
Accrued interest included in fair value of note payable	$	290,505		$	17,588
Deemed dividend resulting from down round adjustment	$	36,347		$	—
Accounts payable included in principal balance of notes payable to related party	$	27,692		$	—
Fair value of stock options issued to reduce accounts payable	$	38,284		$	—
Impact on par value of common stock from reverse stock split	$	28,190		$	—

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~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 ~~the~~a ~~operations~~single ofpatient ~~(i)~~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) ~~Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, Florida that was subsequently sold in October 2025, (iii)~~ Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iviii) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During ~~2024~~October 2025, the Company ~~replaced~~sold ~~our~~the ~~Naples~~assets ~~Women’s~~associated ~~Center (“NWC”) Obstetrics and Gynecology (OB/GYN) practice~~ with ~~CCN and relocated~~ its ~~AEU~~Bridging ~~practice to~~ the ~~CCN~~Gap ~~office~~Physical ~~location.~~Therapy ~~During~~(“BTG”) ~~May 2025~~practice, ~~the~~which ~~Company~~had ~~consolidated~~previously ~~the~~been ~~NCFM,~~included ~~AEU~~in ~~and CCN practices into~~ the ~~former~~Health ~~NWC~~Services ~~office~~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

On September 4, 2025, the Company effected a 1-for-100 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split, every 100 shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. The Reverse Stock Split did not change the par value of the common stock or the total number of shares authorized. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Stock Split were rounded up to the nearest whole share.

As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock decreased from 284,750,832 shares to 2,847,873 shares. The number of shares reserved for issuance under the Company’s equity incentive plans and upon conversion or exercise of outstanding Series B Convertible Preferred Stock, convertible notes, stock options, and warrants were also proportionately adjusted. The Reverse Stock Split did not affect the Company’s total stockholders’ deficit, or the par value of the Company’s common stock, but did result in a proportionate adjustment to the per-share amounts of common stock and additional paid-in capital in the accompanying ~~condensed~~ consolidated financial statements.

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, ~~2024~~2025 and ~~2023~~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, ~~2025~~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 ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~ 2026 are not necessarily indicative of results for the entire year ending December 31, ~~2025~~2026.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~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, ~~CCN~~ (~~after October 1, 2024), AEU, NWC (~~through October 128, ~~2024~~2025), ~~and MOD. Results through January 17~~CCN, ~~2023 also include operations of ACO Health Partners~~AEU, ~~LLC (“AHP”),~~ ~~which was sold,~~ and ~~CHM, which was discontinued, both effective as of January 17, 2023~~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 ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~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 ~~condensed~~ consolidated financial statements follows:

Basis of Presentation

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

Use of Estimates

The preparation of the ~~condensed~~ consolidated ~~financial~~ 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~~ Significant estimates include assumptions about fair valuation of ~~acquired intangible assets and~~ derivative financial instruments; cash flow and fair value assumptions associated with measurements of contingent sale consideration receivable ~~and impairment of intangible assets~~; valuation of inventory; collection of accounts receivable; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.

Revenue Recognition

Patient service revenue

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

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~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 ~~annual access contracts (the Medical Membership and Concierge Program prior to October 1, 2023 and the more comprehensive~~ Optimal Health 365 ~~Access~~annual ~~Plan~~access ~~thereafter)~~contracts, ~~BTG physical therapy bundles,~~ CCN annual and semi-annual concierge services, and ~~NWC~~BTG ~~annual~~physical ~~administration fees~~therapy bundles (~~prior~~through tosale of the BTG assets in October ~~2024~~2025). Revenue from NCFM ~~Medical~~annual ~~Memberships~~access ~~and Concierge~~ contracts, and CCN concierge services, ~~and NWC annual administration fees,~~ which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, either six months or one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations ~~are~~were satisfied over time as visits are incurred, iswere 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 ~~other than NCFM annual access contracts~~, ~~BTG physical therapy bundles, CCN concierge services, and NWC annual administration fees,~~ is recognized when goods or services are provided at the time of the patient visit, ~~and~~ at which time the Company is not required to provide additional goods or services to the patient.

Patient service revenues are presented on the statement of operations net of contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. There were no material changes during the three or nine months ended September 30, 2025 or 2024 to the judgments applied in determining the amount and timing of patient service revenue. Subsequent to the cessation of the NWC practice on October 1, 2024, the Company no longer bills Medicare, Medicaid, or other third-party insurers for any of its patient services. During October 2025, the Company sold the BTG practice.

Product Revenue

Product revenue is derived from the distribution of medical products that are sourced from a third -party 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 $250,000. The Company had $-0- and $-0- in cash balances in excess of the FDIC insured limit as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

9Other Comprehensive Income

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

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Other Comprehensive Income

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

Leases

~~Upon~~For ~~transition~~new ~~under ASU 2016-02~~leases, the Company determines if an arrangement ~~elected~~is ~~the~~or ~~suite~~contains a lease at inception. Right-of-use ~~practical~~(“ROU”) ~~expedients~~assets asand aliabilities ~~package~~are ~~applied~~recognized toat ~~all~~commencement date based on the present value of ~~its~~lease ~~leases,~~payments ~~including~~over ~~(i)~~the lease term. The Company’s leases do not ~~reassessing~~provide ~~whether~~an ~~any~~implicit ~~expired~~discount rate. The Company oruses ~~existing~~its ~~contracts~~incremental ~~are~~borrowing orrate ~~contain~~based ~~leases,~~on ~~(ii)~~the ~~not~~information ~~reassessing~~available at commencement date in determining the present value of lease payments. ~~classification~~The ~~for~~ROU ~~any~~asset ~~expired~~also orincludes ~~existing~~any ~~leases,~~lease payments made and ~~(iii) not~~excludes ~~reassessing~~lease ~~initial~~incentives. ~~direct~~Lease ~~costs~~expense for ~~any~~lease ~~existing~~payments ~~leases.~~is ~~For~~recognized on ~~new~~a ~~leases,~~straight-line basis over the ~~Company~~lease ~~will~~term. ~~determine~~Upon ifearly antermination ~~arrangement~~of isa orlease, ~~contains~~remaining ROU assets and lease liabilities are written off. Upon modification of a lease, atthe ~~inception~~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.

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

Intangible Assets

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

Concentrations of Credit Risk

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

Property and Equipment

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

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

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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 $36,347 and $-0- in the three months ended March 31, 2026 and 2025, respectively, related to triggered down round adjustments.

Stock-Based Compensation

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

11The 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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~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 ~~or nine~~ months ended ~~September~~March 3031, ~~2025~~ 2026 and ~~2024~~2025, since the Company has sustained a loss for ~~all~~both ~~such~~ 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 ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~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 ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, potentially dilutive securities were comprised of (i) ~~824~~672,~~850~~824 and 1 804,~~014,932~~351 warrants outstanding, respectively, (ii) ~~135~~131,~~820~~174 and 61135,~~579~~791 stock options outstanding, respectively, (iii) up to 2895,~~162~~031 and 30 22,~~632~~052 common shares issuable that are earned but not paid under consulting and director compensation arrangements, (iv) up to 1,~~226~~345,~~182~~ 032 and ~~625~~1,~~389~~260,936 shares potentially issuable upon conversion of outstanding fixed price convertible notes payable, (v) 296,562 and 346,250 stock grants subject to future vesting, and (vvi) up to 137,500 and 137,500 shares of common stock issuable upon conversion of Series B Preferred stock.

~~Common Stock Awards~~Warrants

~~The~~In ~~Company~~connection ~~grants~~with ~~common~~certain financing, ~~stock~~consulting ~~awards~~and collaboration arrangements, the Company has issued warrants to ~~non-employees in~~purchase ~~exchange~~shares ~~for~~of ~~services~~its ~~provided~~common stock. The ~~Company~~outstanding warrants ~~measures~~are ~~the~~standalone ~~fair~~instruments ~~value~~that ofare ~~these~~not ~~awards~~puttable ~~using~~or mandatorily redeemable by the ~~fair~~holder ~~value~~and ofare ~~the~~classified ~~services~~as ~~provided~~equity orawards. The Company measures the fair value of the awards ~~granted,~~using ~~whichever~~the isBlack-Scholes ~~more~~pricing ~~reliably~~model ~~measurable.~~as ~~The~~of ~~fair~~the ~~value~~ measurement date. ofThe ~~these~~Company ~~awards~~uses ~~is generally~~a ~~the~~binomial ~~date~~lattice pricing model to estimate the ~~performance~~fair value of ~~services~~compensation isoptions ~~complete~~and warrants. ~~The~~Warrants ~~fair~~issued ~~value~~in ofconjunction with the issuance ~~awards~~of iscommon ~~recognized~~stock onare ainitially ~~straight-line~~recorded ~~basis~~at fair value as ~~services~~a ~~are rendered.~~reduction ~~The~~in ~~share~~additional paid-~~based~~in ~~payments~~capital ~~related~~of tothe common stock ~~awards~~issued. All ~~for~~other ~~the~~warrants ~~settlement~~are ofrecorded ~~services~~at ~~provided~~fair byvalue ~~non-employees~~as isexpense ~~recorded on~~over the ~~consolidated~~requisite ~~statement~~service ofperiod, ~~operations~~or inat the ~~same~~date ~~manner~~of ~~and~~issuance, ~~charged~~if tothere ~~the~~is ~~same~~not a ~~account~~service asperiod. ifCertain ~~such~~of ~~settlements~~the ~~had~~Company’s ~~been~~warrants ~~made~~include ~~in cash~~a so-called down-round provision. ~~From~~The ~~time~~Company accounts for such provisions pursuant to ~~time~~Accounting Standards Update (“ASU”) No. 2017-11, ~~the~~Earnings ~~Company~~Per ~~also~~Share, ~~issues~~Distinguishing ~~stock~~Liabilities ~~awards~~from ~~settleable~~Equity and inDerivatives aand ~~variable~~Hedging, ~~number~~which ofcalls ~~common~~for ~~shares.~~the ~~Such~~recognition ~~awards~~of ~~are~~a ~~classified as~~deemed ~~liabilities~~dividend ~~until~~in ~~such~~the ~~time~~amount asof the ~~number~~incremental fair value of ~~shares~~the warrant ~~underlying~~due to the ~~grant~~down isround ~~determinable~~when triggered.

1211

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Warrants

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

Segment Reporting

The Company uses the “management approach” under ASC 280, “Segment Reporting,” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: (1) Health Services, ~~(the~~comprised ~~NCFM~~of a ~~functional~~single ~~medicine~~patient service practice, under the ~~BTG~~NCFM ~~physical~~brand ~~therapy~~that ~~practice~~includes ~~(sold~~the ~~in October 2025)~~NCFM, ~~the~~ AEU ~~cosmetic services~~and ~~practice,~~ CCN ~~primary~~service ~~care practice~~offerings, ~~and the NWC GYN practice that was discontinued in October 2024~~(2), Digital Healthcare, (which develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and (3) Medical Distribution, (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both ~~consumers~~ consumers and medical practices). During October 2025, the Company sold the assets associated with its BTG practice, which had previously been included in the Health Services segment.

Recently Issued Pronouncements

In ~~March~~November 2024, the FASB issued ASU ~~No.~~ 2024-0103, “~~Compensation—Stock~~Income ~~Compensation~~Statement ~~(Topic~~- ~~718):~~Reporting ~~Scope~~Comprehensive ~~Applications~~Income of- ~~Profits~~Expense ~~Interests~~Disaggregation ~~and~~Disclosures ~~Similar Awards”~~ (~~“ASU 2024~~Subtopic 220-~~01”~~40).” ~~ASU~~This ~~2024-01~~standard requires ~~adds~~disclosure anof ~~example~~specific toinformation ~~Topic~~about ~~718~~costs ~~which~~and ~~illustrates~~expenses ~~how to apply the scope guidance to determine whether profits interests~~ and ~~similar~~becomes ~~awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is~~ effective ~~for~~January ~~annual periods beginning after December 15~~1, ~~2025, although early adoption is permitted~~2027. ~~Upon~~We ~~adoption,~~are ~~ASU~~currently ~~2024-01~~evaluating isthe ~~not~~impact ~~expected~~of tothis ~~have~~standard ~~an impact~~ on ~~the~~our ~~Company’s~~ consolidated financial statements and related disclosures.

In ~~November~~May ~~2024~~2025, the FASB issued ASU ~~No. 2024~~2025-0304, Compensation—Stock ~~“Income~~Compensation ~~Statement~~(Topic -718) ~~Reporting~~and ~~Comprehensive~~Revenue ~~Income~~from -Contracts ~~Expense~~with ~~Disaggregation~~Customers ~~Disclosures~~ (~~Subtopic~~Topic ~~220-40~~606): Share-Based Consideration Payable to a Customer.” This ~~standard~~ ~~requires~~ASU ~~disclosure~~clarifies ofthe ~~specific~~accounting ~~information~~for ~~about~~share-based ~~costs~~payments ~~and~~issued ~~expenses~~to a customer and ~~becomes~~reduces diversity in practice. The amendments are effective for ~~January~~annual 1reporting 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. WeThe ~~are~~Company ~~currently~~does ~~evaluating~~ not expect the ~~impact~~adoption ofto ~~this~~have ~~standard~~a onmaterial ~~our~~impact ~~consolidated~~on its financial statements ~~and related disclosures~~.

In ~~November~~July ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0405, Financial ~~“Debt~~Instruments—Credit -Losses ~~Debt~~(Topic ~~with~~326): ~~Conversions~~Practical ~~and~~Expedient ~~Other~~for ~~Options~~Estimating ~~(Subtopic~~Expected ~~470-20):~~Credit ~~Induced~~Losses. ~~Conversions~~This ofASU ~~Convertible~~introduces ~~Debt~~a ~~Instruments” (“ASU~~practical ~~2024-04”).~~expedient ~~ASU~~for ~~2024-04~~estimating ~~clarifies~~expected ~~the~~credit ~~requirements~~losses for ~~determining~~current ~~whether~~accounts ~~certain~~receivable ~~settlements~~and ofcontract ~~convertible~~assets ~~debt~~and ~~instruments,~~requires ~~including~~additional disclosures ~~convertible~~when ~~debt~~elected. ~~instruments~~The ~~with~~amendments ~~cash~~are ~~conversion~~effective ~~features~~for orannual ~~convertible~~reporting ~~debt~~periods ~~instruments~~beginning ~~that~~after ~~are~~December ~~not~~15, ~~currently convertible~~2026, ~~should be~~including ~~accounted~~interim ~~for~~periods aswithin those anannual ~~induced conversion~~periods. The ~~requirements~~Company ofexpects ~~ASU~~to ~~2024-04~~adopt ~~are~~this ~~effective~~guidance for ~~the~~its ~~Company~~year ~~for~~ending ~~fiscal~~December ~~years~~31, ~~beginning~~2027. ~~after December~~The ~~15,~~Company ~~2025,~~is ~~and~~currently ~~interim~~evaluating whether ~~periods~~it ~~within~~will ~~those~~elect ~~periods.~~the Wepractical ~~are~~expedient ~~currently~~and ~~evaluating~~does not expect the ~~impact~~adoption ofto ~~this~~have ~~standard~~a material impact on ~~our~~its ~~consolidated~~ financial statements ~~and related disclosures~~.

~~Recently~~In ~~Adopted~~September ~~Pronouncements~~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 ~~November~~December ~~2023~~2025, the FASB issued ~~Accounting~~ASU ~~Standards Update 2023~~2025-0711, Interim ~~Segment~~ Reporting (Topic ~~280~~270): ~~Improvements~~Narrow toScope ~~Reportable~~Improvements. ~~Segment~~This ~~Disclosures (“~~ASU ~~2023-07”),~~clarifies ~~which~~the ~~requires public~~application ~~entities~~of tointerim ~~disclose~~reporting ~~information~~guidance ~~about their reportable segments’ significant expenses~~ and ~~other~~requires disclosure ~~segment~~of ~~items~~material onevents ~~an interim~~ and ~~annual~~changes ~~basis.~~occurring ~~Public~~subsequent ~~entities with a single reportable segment are required~~ to ~~apply~~ the ~~disclosure~~most ~~requirements~~recent inannual ~~ASU~~reporting ~~2023-07,~~period. ~~as well~~The asamendments ~~all~~also ~~existing~~reorganize certain ~~segment disclosures and reconciliation requirements in ASC 280, on an~~ interim ~~and~~disclosure ~~annual basis~~requirements. ~~ASU~~The ~~2023-07~~amendments isare effective for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2023~~2026, and ~~for~~ interim periods within ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2024,~~2027. ~~with early~~Early adoption is permitted. The Company ~~adopted~~expects to adopt this ~~standard~~guidance for its year ending December 31, 2027, with interim adoption beginning in ~~2024~~fiscal year 2028. The ~~adoption~~Company ~~did~~is ~~not~~currently ~~have~~evaluating the aimpact ~~material~~of ~~effect~~adopting this guidance on ~~the~~its ~~Company’s consolidated~~condensed financial statements and related disclosures.

1312

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

In March 2024, the FASB issued ASU No. 2024-0201, “~~Codification~~Compensation—Stock ~~Improvements~~Compensation -(Topic ~~Amendments~~718): toScope ~~Remove~~Applications ~~References~~of toProfits ~~the~~Interests ~~Concepts~~and ~~Statements~~Similar Awards” (“ASU 2024-0201”). ASU 2024-0201 ~~removes~~adds ~~references~~an example to ~~various~~Topic ~~Concepts~~718 ~~Statements.~~which Inillustrates ~~most~~how ~~instances,~~to apply the ~~references~~scope ~~are~~guidance ~~extraneous~~to ~~and~~determine ~~not~~whether ~~required to understand~~profits orinterests ~~apply~~and ~~the~~similar ~~guidance.~~awards ~~ASU~~should ~~2024-02~~be isaccounted ~~effective~~ for ~~fiscal~~as ~~years~~share-based ~~beginning~~payment ~~after~~arrangements ~~December~~under ~~15,~~Topic ~~2024.~~718 ~~Early~~or ~~adoption~~under isother ~~permitted~~U.S. ~~ASU 2024-02 can be applied prospectively or retrospectively~~GAAP. The Company adopted this standard ineffective ~~2025~~January 1, 2026. The adoption did not have a material ~~effect~~ 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 (~~November~~May 1915, ~~2026~~2027). ~~Management~~ Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted ~~future~~ future cash flows and the Company’s obligations due before ~~November~~May 1915, ~~2026~~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 ~~September~~March 3031, ~~2025~~2026, the Company had cash ~~balances~~ balances of $1023,~~911~~973, a working capital deficit of $56,~~201~~658,~~336~~253 and an accumulated deficit of $5052,~~768~~196,~~392~~869. For the ~~nine~~three months ended ~~September 30,~~March ~~2025~~31, 2026, the Company had a net loss of $21,~~603~~621,~~777~~304 and used cash from operating activities of $1221,~~294,380~~976. The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 months.

Management has evaluated the significance of the conditions described above in relation to 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 ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company received (i) net proceeds from the issuance of notes payable to related parties and third parties totaling $1445,~~696,~~000, and (ii) made repayments on ~~existing and new~~ notes payable to ~~third~~related parties ~~totaling~~and ~~$476,950,~~third ~~and~~parties ~~(ii)~~totaling $10236,~~000 proceeds from the sale of its common stock~~187.

Without raising additional capital, there is substantial doubt about the Company’s ability to continue as a going concern through ~~November~~May 1915, ~~2026~~2027. The accompanying condensed consolidated ~~financial~~ financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates ~~the~~ the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

1413

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~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 ~~September~~December 3031, 2025 and ~~December 31,~~ 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 ~~previously~~ extended by the Buyer to ~~May~~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 1% of the aggregate merger consideration (the “Indemnification Liability”).

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 ~~such~~gain ~~gains~~from orrealization ~~losses~~of ~~were~~contingent sale consideration receivable was recognized during the three ~~or nine~~ months ended ~~September~~March 3031, ~~2025~~2026 or ~~2024~~2025.

The carrying value of the remaining unresolved components of contingent consideration receivable as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 was as follows:

	September 30,		December 31,
	March 31,		December 31,
	2025		2024
	2026		2025
Assets:
IPO Share consideration	$	1,463,518	$	1,463,518
Liabilities:
Indemnification Clause	$	143,974	$	143,974

1514

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 4 – DISPOSITIONS (CONTINUED)

Subsequent Sale of BTG

On October 28, 2025, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell the assets used in the BTG business to the former principal physical therapist for $125,000 cash. The assets sold, which included equipment, inventory, supplies, clients lists and contracts, intellectual property and goodwill, had no book value as of September 30, 2025. The Company has classified the following liabilities related to BTG as held for sale as of September 30, 2025 and December 31, 2024:

	September 30,		December 31,
	2025		2024
Accounts payable, accrued expenses and other current liabilities	$	16,198	$	—
Contract liabilities		47,909		—
Total current liabilities held for sale	$	64,107	$	—

NOTE 5 – PREPAID EXPENSES AND OTHER

Prepaid and other expenses as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~ 2025 were as follows:

	September 30,		December 31,
	March 31,		December 31,
	2025		2024
	2026		2025
Insurance prepayments	$	—3,972	$	57,~~916~~028
Other expense prepayments		1615,~~464~~410		1911,~~838~~914
Lease deposits		2013,~~095~~993		5513,~~047~~993
Contract assets		—		20,058
Total prepaid expenses and other		33,375		32,935
Total prepaid expenses and other		36,559		100,859
Less: long term portion		—		(44,140	)
Prepaid expenses and other, current portion	$	36,559	$	56,719

Contract assets relate to amounts incurred to obtain a customer contract that would not have been incurred if the contract had not been obtained, such as commissions, associated with NCFM annual access contracts.

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024 were~~2025 were as follows:

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
Medical equipment	$	646,211		$	~~496~~646,~~452~~211
Furniture, office equipment and leasehold improvements		157,204			~~314~~157,~~963~~204
Total property and equipment		803,415			~~811~~803,415
Less: accumulated depreciation		(~~702~~754,~~256~~750	)		(~~634~~728,~~839~~710	)
Property and equipment, net	$	~~101~~48,~~159~~665		$	~~176~~74,~~576~~705

Depreciation expense was $26,040 and $28,024 during the three months ended March 31, 2026 and 2025, respectively.

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 0.3 years, with a weighted-average discount rate of 22.77%.

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	$	37,789	$	76,090

Lease liabilities
Lease liabilities (short term)	$	37,789	$	75,168
Lease liabilities (long term)		—		922
Total lease liabilities	$	37,789	$	76,090

Lease expense was $30,624 and $91,453 during the three months ended March 31, 2026 and 2025, respectively.

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)	$	43,006
2027		—
Total lease payments		43,006
Less interest		(5,217	)
Present value of lease liabilities	$	37,789

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	$	648,921	$	530,702
Accrued payroll liabilities		18,502		9,404
Accrued operating expenses		209,439		177,204
Accrued interest		40,792		78,393
Accrued commissions payable from 2022 MSSP Consideration		25,000		25,000
Product return allowance		87		777
	$	942,741	$	821,480

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	$	25,445	$	20,212
MOD unshipped products		5,153		5,712
	$	30,598	$	25,924

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.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 610 – ~~PROPERTY~~AMOUNTS DUE TO RELATED PARTY AND ~~EQUIPMENT~~RELATED ~~(CONTINUED)~~PARTY TRANSACTIONS

~~Depreciation~~The ~~expense~~carrying ~~was~~value ~~$20,155~~of ~~and~~amounts ~~$27,666~~due ~~during the~~to ~~three~~related ~~months~~parties as ~~ended~~of ~~September~~March 3031, ~~2025~~2026 and ~~2024,~~December ~~respectively~~31, ~~and~~2025 ~~$75,417~~were ~~and~~comprised ~~$86,666~~of ~~during~~ the ~~nine~~following ~~months~~amounts ~~ended~~owed ~~September~~to ~~30, 2025 and 2024, respectively~~Dr. ~~The~~Michael ~~Company recognized a loss on disposal of equipment of $-0- and $1~~Dent,~~675~~ ~~during~~ the ~~three~~Company’s ~~months ended September~~Chief ~~30,~~Executive ~~2025~~Officer and ~~2024,~~Chairman ~~respectively,~~of ~~and $-0- and $1,675 during~~ the ~~nine~~Board ~~months~~of ~~ended September 30~~Directors, ~~2025~~ and ~~2024,~~Jason ~~respectively~~Bishara, ~~related~~a ~~to office~~member ~~equipment~~of nothe ~~longer~~Company’s inBoard ~~use.~~of Directors:

NOTE 7 – INTANGIBLE ASSETS

	March 31,			December 31,
	2026			2025

Convertible notes payable to Dr. Michael Dent, carried at fair value	$	—			4,256,099
Convertible notes payable to Dr. Michael Dent, carried at amortized value		—			656,692
Undocumented advances payable to Dr. Michael Dent		50,000			319,840
Deferred compensation payable to Dr. Michael Dent		—			300,600
Total Prior Dent Debt payable to Dr. Michael Dent		50,000			5,533,231
February 2026 Dent Note, carried at fair value		6,413,357			—
Total amounts due to Dr. Michael Dent		6,463,357			5,533,231

Convertible note payable to Jason Bishara	$	25,000		$	—
Less: unamortized discount		(7,680	)		—
Total amounts due to Jason Bishara	$	17,320		$	—

Total notes payable and other amounts due to related party	$	6,480,677		$	5,533,231

~~The~~Refinancing ~~Company previously recorded intangible assets arising from the acquisition~~ of ~~NCFM~~Convertible inNotes ~~April 2019, including the NCFM Medical Database with an acquisition date fair value of $1,101,538~~ and ~~the NCFM website with an acquisition date fair value of $41,000. The NCFM Medical Database was being prospectively amortized starting~~Other ~~January~~Amounts 1,Payable ~~2023~~to ~~over an estimated five-year useful life and the NCFM website was being amortized over a five-year life from the original acquisition date~~Dr. ~~Amortization~~Michael ~~expense~~Dent ~~related~~– toFebruary intangible assets was $-0- and $55,077 during the three months ended September 30, 2025 and 2024, respectively, and $-0- and $167,848 during the nine months ended September 30, 2025 and 2024, respectively.2026

~~During~~On February 2, 2026, the ~~three~~Company ~~months~~refinanced ~~ended~~all past ~~September~~outstanding 30notes with aggregate principal totaling $4,338,192, ~~2024~~accrued interest totaling $737,180, undocumented advances totaling ~~the~~$339,840 ~~Company~~and ~~determined~~accrued ~~that~~compensation ~~triggering~~liabilities ~~events~~totaling ~~had~~$300,600 ~~occurred~~payable ~~that~~to ~~required~~Dr. anMichael ~~impairment~~Dent ~~assessment~~or ofa ~~the~~trust ~~NCFM~~controlled ~~Medical~~by ~~Database~~Dr. ~~The~~Michael ~~triggering~~Dent ~~events~~(the ~~included~~“Prior (iDent Debt”) into a ~~material~~new ~~decline~~consolidated Secured Convertible Promissory Note in ~~revenue~~the ~~during~~principal ~~third~~amount ~~quarter~~of ~~2024~~$5,715,812 payable ~~including~~to a ~~65%~~trust ~~decline~~controlled ~~compared~~by toDr. Michael Dent (the ~~three~~“February ~~months~~2026 ~~ended September~~Dent ~~30,~~Note”). ~~2023~~The ~~and~~February a2026 ~~35%~~Dent ~~decline~~Note ~~compared~~accrues tointerest at ~~the~~a ~~preceding~~rate ~~three~~of ~~month~~12% ~~period~~per ~~ended~~year ~~June~~and 30matures on February 2, ~~2024~~2029, ~~(ii)~~at ~~substantial~~which ~~operating~~time ~~losses and~~all ~~negative~~outstanding ~~cash~~principal ~~flows~~and ~~generated~~interest ~~from~~is ~~the~~due. ~~practice~~The ~~during~~February ~~the~~2026 Dent ~~three~~Note ~~months~~is ~~ended~~convertible ~~September~~into ~~30,~~shares ~~2024~~of ~~for~~common ~~the~~stock ~~first~~at any time ~~since~~at ~~its~~the ~~acquisition, and~~holder’s ~~(iii)~~discretion ~~substantial~~at ~~downsizing~~a conversion price of ~~the~~$4.25 ~~practice~~per ~~personnel~~share, subject ~~and~~to ~~overhead.~~adjustment ~~The~~in ~~Company~~the ~~did~~event ~~not~~of ~~believe~~a ~~that~~future offering by the ~~levels~~Company ofat ~~revenue~~a ~~and~~price ~~profitability achieved~~lower ~~since~~than ~~acquisition~~the ofconversion ~~NCFM~~price. In inconnection with ~~2019~~the ~~were~~issuance ~~reasonably~~of ~~likely~~the toFebruary ~~return~~2026 toDent Note, the ~~extent~~Prior ~~that~~Dent ~~projected~~Debt ~~cash~~was ~~flows~~extinguished ~~from~~and the ~~practice could~~holder ~~substantiate~~agreed ~~the~~to ~~carrying~~waive ~~value~~any ofdefault on the Prior ~~NCFM~~Dent ~~Medical~~Debt ~~Database~~(the “Refinancing”).

AnImmediately ~~impairment~~prior ~~loss~~to isthe ~~recognized~~Refinancing, if the ~~carrying~~Company ~~amount~~adjusted ~~of a reporting unit exceeds its fair value. The amount of impairment loss is measured as~~ the ~~excess of the reporting unit’s~~ carrying value ~~over its fair value. The Company determined that the carrying amount~~ of ~~the~~convertible ~~reporting~~notes ~~unit,~~payable ~~which~~included ~~consists~~in of the ~~NCFM practice,~~Prior ~~exceeded~~Dent ~~its~~Debt ~~estimated~~to their fair value~~. Accordingly~~, ~~the~~resulting ~~Company recorded an impairment charge~~ in ~~the~~a ~~amount~~loss ofon ~~$716,000 to adjust~~change ~~carrying~~in fair value of ~~the~~debt ~~NCFM Medical Database to its estimated fair value~~ of $~~-0-~~364,452 in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2026. ~~As a result of the impairment, the Company had no remaining carrying value assigned to any intangible assets and no expected future amortization expense of intangible assets after September 30, 2024.~~

~~NOTE~~In 8connection –with ~~LEASES~~the Refinancing, the Company recognized a gain on debt extinguishment in the amount of $1,328,069 in the three months ended March 31, 2026, representing the excess of the carrying value of the Prior Dent Debt over the inception date fair value of the February 2026 Dent Note on the Refinancing date of February 2, 2026. Subsequent to the Refinancing, the Company recognized an additional loss on change in fair value of debt of $1,816,073 in the three months ended March 31, 2026 to revalue the February 2026 Dent Note from its far value from the Refinancing Date through March 31, 2026.

AsDuring ofthe ~~September~~three ~~30,~~months ~~2025~~ended ~~Company~~March ~~had an operating lease~~31, ~~and related amendments thereto~~2026, ~~for (i) office space housing its consolidated NCFM, AEU and CCN practices along~~ ~~with~~the ~~its~~Company ~~Digital~~made ~~Healthcare~~repayments ~~and~~against ~~administrative~~the ~~functions~~February ~~expiring in July~~ 2026, ~~(ii)~~Dent ~~its~~Note ~~BTG practice expiring~~ in ~~March~~the ~~2026,~~amount ~~and (iii) a copier lease that expires in January 2027. As~~ of ~~September 30~~$34, ~~2025, the Company’s weighted-average remaining lease term relating to its operating leases was 0~~840.~~9 years, with a weighted-average discount rate of 23.61%.~~

Effective in April 2025, the Company renewed its lease for its BTG facility for a period of one year, until March 31, 2026. In connection with the lease extension, the Company recognized an ROU lease asset and lease liability each in the amount of $29,997. The discount rate used to estimate the fair value of the ROU lease asset and lease liability was 44.07%.

Effective June 30, 2025, the Company and the Lessor agreed to terminate a previously existing headquarters lease housing the Company’s Digital Healthcare and administrative functions, which was set to expire in November 2026. In connection with the lease termination, the Company wrote off an ROU lease asset and lease liability in the amount of $115,172 and forfeited lease deposits in the amount of $30,146. The Company recognized a loss on termination of lease in the amount of $30,146 that is included in general and administrative expenses on the accompanying statement of operations in the nine months ended September 30, 2025.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 810 – ~~LEASES~~AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)

~~The~~Description ~~table~~of ~~below~~Convertible ~~summarizes~~Notes ~~the~~Payable ~~Company’s~~to ~~lease-related~~Jason ~~assets and liabilities as of September 30, 2025 and December 31, 2024:~~Bishara

	September 30,		December 31,
	2025		2024
Lease assets	$	120,433	$	361,109
Lease liabilities
Lease liabilities (short term)	$	116,762	$	208,549
Lease liabilities (long term)		3,671		153,592
Total lease liabilities	$	120,433	$	362,141

On January 14, 2026, the Company issued to Jason Bishara 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 Company common stock at a fixed conversion price of $3.00 per share. The Company received net proceeds of $25,000. In connection with the note, the Company also issued Mr. Bishara a five-year warrant to purchase 8,333 shares of Company common stock at an exercise price of $3.00 per share. At inception, the Company recorded a discount against the note of $9,699 for the allocated fair value of the warrant.

~~Lease~~Convertible ~~expense~~Notes ~~was~~Payable ~~$41,881~~Carried ~~and~~at ~~$126,211~~Fair ~~during the three months ended September 30, 2025 and 2024, respectively, and $209,030 and $385,610 during the nine months ended September 30, 2025 and 2024, respectively.~~Value

~~Maturities~~The February 2026 Dent Note and certain of ~~operating~~the convertible ~~lease~~notes ~~liabilities~~payable included in the Prior Dent Debt are carried at fair value as a result of extensions and refinancings that were treated as ~~follows~~an extinguishment and reissuance transactions. Such notes are revalued to their fair value at each period end. Convertible notes payable to Dr. Dent that are carried at fair value and revalued each period were comprised of the following as of ~~September~~December 3031, 2025 and 2024:

2025 (October to December)	$	45,102
	March 31,			December 31,
~~2026~~	2026	~~97,016~~		2025
2027		990
Prior Dent Debt	$	—			4,256,099
Total lease payments		143,108
February 2026 Dent Note		6,413,357			—
Less interest		(22,675	)
Convertible notes payable to Dr. Michael Dent, carried at fair value	$	6,413,357		$	4,256,099
Present value of lease liabilities	$	120,433

~~NOTE~~Changes 9in –the ~~ACCOUNTS~~fair ~~PAYABLE~~value of convertible notes payable to Dr. Dent during the three months ended March 31, ~~ACCRUED~~2026 ~~EXPENSES~~and ~~AND~~2025 ~~OTHER~~were ~~CURRENT LIABILITIES~~as follows:

Amounts related to accounts payable, accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024 were as follows:

	Three Months Ended March 31,
	2026		2025

Prior Dent Debt	$	364,452		49,186
February 2026 Dent Note		1,816,074		—
Loss on change in fair value of debt	$	2,180,526	$	49,186

	September 30,		December 31,
	2025		2024
Trade accounts payable	$	580,291	$	468,803
Accrued payroll liabilities		17,971		17,827
Accrued operating expenses		101,908		90,462
Accrued interest		59,245		161,171
Accrued commissions payable from 2022 MSSP Consideration		25,000		25,000
Product return allowance		1,567		2,049
	$	785,982	$	765,312

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. Convertible notes payable related parties that are carried at net amortized value were comprised of the following as of March 31, 2026 and December 31, 2025:

	March 31,			December 31,
	2026			2025

Prior Dent Debt	$	—		$	656,692
Convertible note payable to Jason Bishara		25,000			—
		25,000			656,692
Less: unamortized discount		(7,680	)		—
Convertible notes payable to related parties, carried at amortized value	$	17,320		$	656,692

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 10 – ~~CONTRACT~~AMOUNTS ~~LIABILITIES~~DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)

~~Amounts~~Amortization ~~related~~of todebt ~~contract~~discount ~~liabilities~~on assuch ofconvertible ~~September~~notes ~~30,~~payable ~~2025~~during ~~and~~the ~~December~~three months ended March 31, ~~2024~~2026 ~~were~~and 2025 was as follows:

	September 30,		December 31,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Patient services paid but not provided - NCFM	$	29,056	$	86,201
Prior Dent Debt	$	—		359,423
Patient services paid but not provided - BTG		—		111,877
Convertible note payable to Jason Bishara		2,020		—
Patient services paid but not provided - CCN		16,132		32,743
Amortization of debt discount	$	2,020	$	359,423
Unshipped products - MOD		2,547		1,724
	$	47,735	$	232,545

~~Contract~~Repayment liabilities relate to (i) NCFM annual access contracts, including Medical Membership, Concierge Service and Optimal Health 365 Access Plan contracts pursuant to which patients prepay for access to services to be provided at the patient’s request over a period of time, (ii) BTG contracts pursuant to which patients prepay for access to a fixed number of visits used at the patients’ discretion, (iii) CCN annual and semi-annual concierge fees, (iv) NWC annual administration fees, and (v) MOD sold but unshipped products.

OnDuring ~~October~~the 28three months ended March 31, 2026 and 2025, the Company ~~sold~~made ~~its~~repayments ~~BTG practice.~~against ~~Contract~~notes ~~liabilities~~payable ~~related~~ to ~~BTG~~Dr. ~~are~~Dent ~~classified~~in asthe ~~liabilities~~amount ~~held for sale as~~ of ~~September~~$34,840 30and $-0-, ~~2025~~respectively.

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

~~Amounts~~Interest ~~due~~accrued on notes and convertible notes payable to related parties as of ~~September 30~~March 31, ~~2025~~2026 and December 31, ~~2024~~2025 ~~were~~was ~~comprised~~$-0- ofand $34,452, respectively. Interest expense on convertible notes payable to Dr. Dent was $8,057 and $71,381 during the ~~following~~three ~~amounts~~months ~~owed~~ended March 31, 2026 and 2025, respectively. due primarily to debt associated with our largest debtholder, Dr. Michael Dent, being carried at fair value. Interest charges on notes payable to Dr. Dent carried at fair value, including the ~~Company’s~~February ~~Chief~~2026 ~~Executive~~Dent ~~Officer~~Note, are reflected as future cash outflows used in estimating the fair value of such instruments, and ~~Chairman~~are oftherefore ~~the~~reflected ~~Board~~through changes in fair value of ~~Directors:~~debt, rather than through interest expense.

	September 30,			December 31,
	2025			2024
Convertible notes payable to Dr. Michael Dent carried at fair value	$	4,235,519		$	671,025
Face value of convertible notes payable to Dr. Michael Dent carried at amortized value		542,692			2,315,000
Less: unamortized discounts on convertible notes payable		(32,739	)		(494,104	)
Carrying value of convertible notes payable to Dr. Michael Dent		4,745,472			2,491,921
Undocumented advances payable to Dr. Michael Dent		170,000			420,000
Deferred compensation payable to Dr. Michael Dent		300,600			300,600
Notes payable and other amounts due to related party, net	$	5,216,072		$	3,212,521

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 $50,000 and $319,840, respectively.

On January 14, 2026, Dr. Michael Dent advanced $20,000 to the Company in the form of an interest-free undocumented advance. On March 30, 2026, Dr. Michael Dent advanced $50,000 to the Company in the form of an interest-free undocumented advance.

All undocumented advances outstanding as of December, 31, 2025 and the $20,000 advance made on January 14, 2026, along with all convertible notes and deferred compensation payable to Dr. Dent, were refinanced into the February 2026 Dent Note as described above.

Deferred Compensation Payable to Dr. Michael Dent

As of March 31, 2026 and December 31, 2025, the Company owed Dr. Dent $-0- and $300,600, respectively, related to prior period deferred compensation. This deferred compensation, along with all convertible notes and undocumented advances payable to Dr. Dent, were refinanced into the February 2026 Dent Note as described above.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 11 – ~~AMOUNTS~~NOTES ~~DUE TO RELATED PARTY~~ AND ~~RELATED~~CONVERTIBLE ~~PARTY TRANSACTIONS (CONTINUED)~~NOTES PAYABLE

~~Convertible~~ Notes ~~Payable~~payable ~~Carried~~as atof ~~Fair~~March ~~Value~~31, 2026 and December 31, 2025 were as follows:

Certain of the convertible notes payable to Dr. Dent are carried at fair value as a result of previous maturity date extensions that were treated as an extinguishment and reissuance transactions. Such notes are revalued to their fair value at each period end. Convertible notes payable to Dr. Dent that are carried at fair value and revalued each period were comprised of the following as of September 30, 2025 and December 31, 2024:

	March 31,			December 31,
	2026			2025

SBA Disaster Relief Loans	$	450,000		$	450,000
Leaf Capital Note Payable, August 2024		46,594			74,550
1800 Diagonal Note Payable VIII, July 2025		44,015			176,061
1800 Diagonal Note Payable IX, October 2025		68,908			110,252
Vanquish Note Payable I, November 2025		137,816			137,816
Jacobs Note Payable, January 2026		25,000			—
Evergreen Note Payable, January 2026		240,000			—
Vanquish Note Payable II, January 2026		170,016			—
Face value of notes payable		1,182,349			948,679
Less: unamortized discounts		(210,734	)		(109,027	)
Notes payable, total		971,615			839,652
Less: long term portion		(450,000	)		(450,000	)
Notes payable, current portion	$	521,615		$	389,652

				Amount Carried at Fair Value
Inception	Maturity	Principal		September 30,		December 31,
Date	Date	Amount		2025		2024
03/27/24	12/31/25	$	350,000	$	364,616	$	393,317
03/27/24	03/31/26		150,000		165,668		131,615
03/27/24	03/31/26		166,500		183,891		146,093
04/10/24	12/31/25		150,000		169,017		—
04/18/24	12/31/25		50,000		56,664		—
06/03/24	12/31/25		1,000,000		1,102,935		—
09/19/24	03/31/26		36,842		38,939		—
09/19/24	03/31/26		10,526		11,125		—
09/19/24	03/31/26		73,684		77,878		—
09/19/24	03/31/26		21,053		22,251		—
09/19/24	03/31/26		105,263		111,254		—
09/19/24	03/31/26		126,316		133,505		—
09/19/24	03/31/26		105,263		111,254		—
09/19/24	03/31/26		52,632		55,627		—
09/19/24	03/31/26		157,895		166,881		—
09/19/24	03/31/26		210,526		222,508		—
12/04/24	12/31/25		30,000		27,321		—
12/17/24	12/31/25		130,000		78,847		—
12/31/24	12/31/25		10,000		137,830		—
03/04/25	03/31/26		35,000		49,961		—
03/12/25	03/31/26		90,000		63,567		—
03/18/25	03/31/26		60,000		429,846		—
03/27/25	03/31/26		85,000		68,165		—
04/01/25	03/31/26		70,000		22,182		—
04/09/25	03/31/26		40,000		110,692		—
04/16/25	03/31/26		25,000		16,575		—
04/22/25	03/31/26		70,000		71,720		—
05/08/25	03/31/26		120,000		109,903		—
05/12/25	03/31/26		50,000		54,897		—
		$	3,581,500	$	4,235,519	$	671,025

Description of Government Notes Payable

During June, July and August 2020, the Company and its subsidiaries received an aggregate of $450,000 in Disaster Relief Loans from the SBA. The loans bear interest at 3.75% per annum and mature 30 years from issuance. Mandatory principal and interest payments were originally scheduled to begin 12 months from the inception date of each loan and were subsequently extended by the SBA until 30 months from the inception date. Installment payments, which are first applied to accrued but unpaid interest and then to principal, began in 2023.

Interest accrued on SBA loans as of March 31, 2026 and December 31, 2025 was $18,803 and $21,951, respectively. Interest expense (income) recognized on the loans was $4,161 and $4,392 in the three months ended March 31, 2026 and 2025, respectively. Payments against interest were $7,310 and $6,579 in the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, remaining principal payments were $450,000 and $450,000, respectively, and the net carrying value was $450,000 and $450,000, respectively.

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 $161,000 and prepaid interest of $19,320 for total repayments of $180,320. The Company received net proceeds of $118,787 after original issue discount of $21,000, fees of $5,000, and withholding of the final payment due on the August 2023 Note to the same investor in the amount of $16,213. The April 2024 Note did not bear interest in excess of the original issue discount and prepaid interest and was scheduled to mature on February 28, 2025. The Company was required to make 10 monthly payments of $18,032 starting May 30, 2024 and ending on February 28, 2025. The April 2024 Note gave the holder a conversion right at a 15% discount to the market price of the Company’s common stock only in the event of default. The Company determined that the fair value of the contingent conversion option was immaterial and therefore did not allocate any value related to the option to the proceeds received. The final installment payment on the April 2024 Note was made in February 2025.

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 $223,649 (the “July 2024 Note”). The Company received net proceeds of $200,000 after original issue discount of $19,649 and fees of $4,000. The July 2024 Note does not bear interest in excess of the original issue discount. The Company is required to make 24 monthly payments of $9,319 starting August 20, 2024 and ending on July 20, 2026. The July 2024 Note is secured by all of NCFM’s assets and is personally guaranteed by the Company’s CEO, Dr. Michael Dent. At inception, the Company recorded a discount against the note of $23,649, representing the difference between the total required repayments and the net proceeds received. As of March 31, 2026 and December 31, 2025, remaining principal payments were $46,594 and $74,550, respectively, and the net carrying value was $42,938 and $67,929, respectively.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 11 – ~~AMOUNTS~~NOTES ~~DUE~~AND TOCONVERTIBLE ~~RELATED PARTY~~NOTES ~~AND~~PAYABLE ~~RELATED PARTY TRANSACTIONS~~ (CONTINUED)

~~Changes~~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 $150,650 and prepaid interest of $18,078 for total repayments of $168,278. The Company received net proceeds of $125,000 after original issue discount of $19,650 and fees of $6,000. The January 2025 Note I did not bear interest in excess of the ~~fair~~original ~~value~~issue discount and prepaid interest and was scheduled to mature on November 15, 2025. The Company was required to make 10 monthly payments of ~~convertible~~$16,873 ~~notes~~starting February 15, 2025 and ending ~~payable~~on November 15, 2025. The January 2025 Note I gave the holder a conversion right at a 39% discount to Drthe market price of the Company’s common stock only in the event of default. ~~Dent~~At ~~during~~inception, the ~~three~~Company recorded a discount against the note of $83,643, representing the fair value of the conversion option of $39,915 using a Lattice model and ~~nine~~the ~~months~~difference ~~ended~~between ~~September~~the 30total required repayments and the net proceeds received in the amount of $43,728. The conversion option qualified for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final installment payment on the January 2025 Note I was made in November 2025. In connection with repayment, the derivative liability related to the conversion option was extinguished and ~~2024~~a ~~were~~corresponding asgain ~~follows:~~on extinguishment of debt in the amount of $23,098 was recognized in the year ended December 31, 2025.

				Three Months Ended						Nine Months Ended
Inception	Maturity	Principal		September 30,						September 30,
Date	Date	Amount		2025			2024			2025		2024
03/27/24	12/31/25	$	350,000	$	(8,263	)	$	(33,224	)	$	11,507	$	(45,497	)
03/27/24	03/31/26		150,000		14,842			(4,130	)		63,498		(4,130	)
03/27/24	03/31/26		166,500		16,539			(27,990	)		71,434		(43,617	)
04/10/24	12/31/25		150,000		10,908			—			10,908		—
04/18/24	12/31/25		50,000		3,551			—			3,551		—
06/03/24	12/31/25		1,000,000		67,853			—			67,851		—
09/19/24	03/31/26		36,842		3,327			—			4,612		—
09/19/24	03/31/26		10,526		951			—			1,318		—
09/19/24	03/31/26		73,684		6,655			—			9,223		—
09/19/24	03/31/26		21,053		1,901			—			2,635		—
09/19/24	03/31/26		105,263		9,507			—			13,176		—
09/19/24	03/31/26		126,316		11,409			—			15,811		—
09/19/24	03/31/26		105,263		9,507			—			13,176		—
09/19/24	03/31/26		52,632		4,754			—			6,588		—
09/19/24	03/31/26		157,895		14,261			—			19,764		—
09/19/24	03/31/26		210,526		19,014			—			26,352		—
12/04/24	12/31/25		30,000		1,428			—			1,428		—
12/17/24	12/31/25		130,000		3,730			—			3,730		—
12/31/24	12/31/25		10,000		6,065			—			6,065		—
				$	197,939		$	(65,344	)	$	352,627	$	(93,244	)

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 $98,900 and prepaid interest of $13,846 for total repayments of $112,746. The Company received net proceeds of $80,000 after original issue discount of $12,900 and fees of $6,000. The January 2025 Note II did not bear interest in excess of the original issue discount and prepaid interest and was scheduled to mature on November 30, 2025. The Company was required to make a payment of $56,373 on July 30, 2025 and monthly installments of $14,093 thereafter ending on November 30, 2025. The January 2025 Note II gave the holder a conversion right at a 39% discount to the market price of the Company’s common stock only in the event of default. At inception, the Company recorded a discount against the note of $48,074, representing the fair value of the conversion option of $15,328 using a Lattice model and the difference between the total required repayments and the net proceeds received in the amount of $32,746. The conversion option qualified for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final installment payment on the January 2025 Note II was made in December 2025. In connection with repayment, the derivative liability related to the conversion option was extinguished and a corresponding gain on extinguishment of debt in the amount of $15,661 was recognized in the year ended December 31, 2025.

On February 14, 2025, the Company issued a promissory note payable (the “February 2025 Note”) to an investor with a stated principal amount of $121,900 and prepaid interest of $14,628 for total repayments of $136,528. The Company received net proceeds of $100,000 after original issue discount of $15,900 and fees of $6,000. The February 2025 Note does not bear interest in excess of the original issue discount and prepaid interest and was scheduled to mature on December 15, 2025. The Company is required to make 10 monthly payments of $13,653 starting March 15, 2025 and ending on December 15, 2025. The February 2025 Note gives the holder a conversion right at a 25% discount to the market price of the Company’s common stock only in the event of default. At inception, the Company recorded a discount against the note of $43,302, representing the fair value of the conversion option of $6,774 using a Lattice model and the difference between the total required repayments and the net proceeds received in the amount of $36,528. The discount is being amortized over the repayment period. The conversion option qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” In connection with repayment, the derivative liability related to the conversion option was extinguished and a corresponding gain on extinguishment of debt in the amount of $19,101 was recognized in the year ended December 31, 2025.

On July 29, 2025, the Company issued a promissory note to an investor with a stated principal amount of $154,440 and prepaid interest of $21,621 for total repayments of $176,061. The Company received net proceeds of $125,000 after original issue discount of $22,240 and fees of $7,200. The note does not bear interest in excess of the original issue discount and prepaid interest and matures on May 30, 2026. The Company is required to make an initial payment of $88,031 on January 30, 2026 and four monthly payments of $22,008 starting February 28, 2026 and ending on May 30, 2026. The note gave the holder a conversion right at a 35% discount to the market price of the Company’s common stock only in the event of default. At inception, the Company recorded a discount against the note of $62,014, representing the fair value of the conversion option of $10,953 using a Lattice model and the difference between the total required repayments and the net proceeds received in the amount of $51,061. The default conversion option qualified for derivative accounting and bifurcation at inception under ASC 815, “Derivatives and Hedging.” As of March 31, 2026 and December 31, 2025, remaining principal payments were $44,015 and $176,061, respectively, and the net carrying value was $31,816 and $145,562, respectively.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 11 – ~~AMOUNTS~~NOTES ~~DUE~~AND TOCONVERTIBLE ~~RELATED PARTY~~NOTES ~~AND~~PAYABLE ~~RELATED PARTY TRANSACTIONS~~ (CONTINUED)

~~Convertible~~On ~~Notes~~October ~~Payable~~3, ~~Carried~~2025, the Company issued a promissory note to an investor with a stated principal amount of $123,050 and prepaid interest of $14,766 for total repayments of $137,816. The Company received net proceeds of $100,000 after original issue discount of $16,050 and fees of $7,000. The note does not bear interest in excess of the original issue discount and prepaid interest and matures on August 15, 2026. The Company is required to make 10 monthly payments of $13,782 starting November 15, 2025 and ending on August 15, 2026. The note gives the holder a conversion right at ~~Amortized~~a 35% discount to ~~Value~~the market price of the Company’s common stock only in the event of default. At inception, the Company recorded a discount against the note of $45,676, representing the fair value of the conversion option of $7,860 using a Lattice model and the difference between the total required repayments and the net proceeds received in the amount of $37,816. The default conversion option qualified for derivative accounting and bifurcation at inception under ASC 815, “Derivatives and Hedging.” As of March 31, 2026 and December 31, 2025, remaining principal payments were $68,908 and $110,253, respectively, and the net carrying value was $49,105 and $77,441, respectively.

~~Convertible~~On ~~notes~~November 10, 2025, the Company issued a second promissory note payable to ~~Dr.~~a ~~Dent~~different ~~that~~investor ~~have not~~with ~~been~~a ~~extended~~stated ~~are~~principal ~~recorded~~amount atof ~~their~~$123,050 ~~face~~and ~~value~~prepaid interest of $14,766 ~~net~~for total repayments of ~~discounts~~$137,816. ~~recorded~~The atCompany ~~inception~~received ~~related~~net toproceeds of $100,000 after original issue ~~discounts~~discount of $16,050 ~~warrants~~and fees of $7,000. The note does ~~issued~~not ~~with~~bear interest in excess of the ~~convertible~~original ~~notes,~~issue discount and ~~embedded~~prepaid ~~conversion~~interest ~~features~~and ~~(“ECFs”)~~matures inon ~~the~~August ~~convertible~~30, ~~notes~~2026. ~~Convertible~~The ~~notes~~Company ~~payable~~is required to Drmake installments starting April 30, 2026 and ending on August 30, 2026. ~~Dent~~The ~~that~~note ~~are~~gives ~~carried~~the holder a conversion right at ~~net~~a ~~amortized~~35% discount to the market price of the Company’s common stock only in the event of default. At inception, the Company recorded a discount against the note of $47,356, representing the fair value ~~were~~of ~~comprised~~the conversion option of $9,520 using a Lattice model and the ~~following~~difference asbetween the total required repayments and the net proceeds received in the amount of ~~September~~$37,816. 30The default conversion option qualified for derivative accounting and bifurcation at inception under ASC 815, ~~2025~~“Derivatives and Hedging.” As of March 31, 2026 and December 31, ~~2024:~~2025, remaining principal payments were $137,816 and $137,816, respectively, and the net carrying value was $113,260 and $98,720, respectively.

		Principal Outstanding				Unamortized Discount						Amortized Carrying Value
Inception	Maturity	Sep. 30,		Dec. 31,		Sep. 30,			Dec. 31,			Sep. 30,		Dec. 31,
Date	Date	2025		2024		2025			2024			2025		2024
04/10/24	12/31/25	$	—	$	150,000	$	—		$	(7,279	)	$	—	$	142,721
04/18/24	12/31/25		—		50,000		—			(2,836	)		—		47,164
06/03/24	12/31/25		—		1,000,000		—			(331,546	)		—		668,453
09/19/24	03/31/26		—		36,842		—			(1,531	)		—		35,311
09/19/24	03/31/26		—		10,526		—			(666	)		—		9,860
09/19/24	03/31/26		—		73,684		—			(4,662	)		—		69,022
09/19/24	03/31/26		—		21,053		—			(1,783	)		—		19,270
09/19/24	03/31/26		—		105,263		—			(12,965	)		—		92,298
09/19/24	03/31/26		—		126,316		—			(21,095	)		—		105,221
09/19/24	03/31/26		—		105,263		—			(19,191	)		—		86,072
09/19/24	03/31/26		—		52,632		—			(10,586	)		—		42,046
09/19/24	03/31/26		—		157,895		—			(33,144	)		—		124,751
09/19/24	03/31/26		—		210,526		—			(46,820	)		—		163,706
12/04/24	12/31/25		—		25,000		—			—			—		25,000
12/17/24	12/31/25		—		70,000		—			—			—		70,000
12/31/24	12/31/25		—		120,000		—			—			—		120,000
05/29/25	11/29/25		35,000		—		—			—			35,000		—
06/04/25	12/04/25		83,846		—		—			—			83,846		—
06/18/25	12/18/25		43,846		—		—			—			43,846		—
06/25/25	12/25/25		50,000		—		(1,444	)		—			48,556		—
07/01/25	01/01/26		70,000		—		(8,104	)		—			61,896		—
07/11/25	01/11/26		50,000		—		—			—			50,000		—
07/16/25	01/16/26		40,000		—		—			—			40,000		—
07/23/25	01/23/26		30,000		—		—			—			30,000		—
09/03/25	03/03/26		15,000		—		(3,191	)		—			11,809		—
09/10/25	03/10/26		54,000		—		(10,254	)		—			43,746		—
09/17/25	03/17/26		45,000		—		(9,746	)		—			35,254		—
09/26/25	03/26/26		26,000		—		—			—			26,000		—
		$	542,692	$	2,315,000	$	(32,739	)	$	(494,104	)	$	509,953	$	1,820,895

On January 14, 2026, the Company 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 Company common stock at a fixed conversion price of $3.00 per share. The Company received net proceeds of $25,000. In connection with the note, the Company also issued the investor a five-year warrant to purchase 8,333 shares of Company common stock at an exercise price of $3.00 per share. At inception, the Company recorded a discount against the note of $9,699 for the allocated fair value of the warrant. As of March 31, 2026 and December 31, 2025, remaining principal payments were $25,000 and $-0-, respectively, and the net carrying value was $17,320 and $-0-, respectively.

On January 22, 2026, the Company 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 Company common stock at a conversion price of $6.07 per share, subject to standard down round adjustment in the event that the Company issues equity instruments at a price lower than the conversion price. The Company received net proceeds of $200,000 after original issue discount of $40,000. The note also gives the holder a conversion right at a 20% discount to the market price of Company common stock only in the event of default. In connection with the note, the Company also issued the investor a five-year warrant to purchase 32,249 shares of Company common stock at an exercise price of $6.07 per share, subject to standard anti-dilution protection. At inception, the Company recorded a discount against the note of $110,880, representing the allocated fair value of the warrant of $44,437, the fair value of the conversion option of $26,443, and the original issue discount of $40,000. The discount is being amortized over the repayment period. The default conversion option qualified for derivative accounting and bifurcation at inception under ASC 815, “Derivatives and Hedging.” On February 2, 2026, the Company issued a convertible note to a related party with a conversion price of $4.25, triggering the down round adjustment. As a result, the conversion price of the note was adjusted to $4.25, and the exercise price of the warrant was adjusted to $4.25, and the number of shares of common stock underlying the warrant increased to 47,059. The Company recognized a deemed dividend in the amount of $36,347 to reflect the change in fair value of the fixed conversion feature immediately before and after the down round adjustment to the conversion price. As of March 31, 2026 and December 31, 2025, remaining principal payments were $240,000 and $-0-, respectively, and the net carrying value was $149,777 and $-0-, respectively.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 11 – ~~AMOUNTS~~NOTES ~~DUE~~AND TOCONVERTIBLE ~~RELATED PARTY~~NOTES ~~AND~~PAYABLE ~~RELATED PARTY TRANSACTIONS~~ (CONTINUED)

~~Amortization~~On January 27, 2026, the Company issued a promissory note to an investor with a stated principal amount of ~~debt~~$151,800 and prepaid interest of $18,216 for total repayments of $170,016. The Company received net proceeds of $125,000 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 ~~such~~November ~~convertible~~15, 2026. The Company is required to make an initial payment ~~notes~~of ~~payable~~$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 Drthe market price of Company common stock only in the event of default. ~~Dent~~At ~~during~~inception, the Company recorded a discount against the ~~three~~note of $67,092, representing the fair value of the conversion option of $22,076 and ~~nine~~the ~~months~~difference between ~~ended~~the ~~September~~total 30required repayments and the net proceeds received in the amount of $45,016. The discount is being amortized over the repayment period. The default conversion option qualified for derivative accounting and bifurcation at inception under ASC 815, “Derivatives and Hedging.” As of March 31, 2026 and December 31, 2025, remaining principal payments were $170,016 and ~~2024~~$-0-, respectively, and the net carrying value was as$117,399 ~~follows:~~and $-0-, respectively.

				Three Months Ended				Nine Months Ended
Inception	Maturity	Principal		September 30,				September 30,
Date	Date	Amount		2025		2024		2025		2024
03/14/23	03/14/24	$	26,011	$	—	$	—	$	—	$	2,504
12/01/23	02/28/24		166,500		—		—		—		32,330
03/27/24	06/27/25		350,000		—		—		—		203,588
03/27/24	09/20/25		150,000		—		32,715		—		89,222
04/10/24	04/10/25		150,000		—		—		7,279		—
04/18/24	04/18/25		50,000		—		—		2,836		—
06/03/24	06/03/25		1,000,000		—		198,068		331,547		256,196
09/19/24	09/20/25		36,842		—		1,684		1,531		1,684
09/19/24	09/20/25		10,526		—		458		666		458
09/19/24	09/20/25		73,684		—		3,205		4,662		3,205
09/19/24	09/20/25		21,053		—		1,032		1,783		1,032
09/19/24	09/20/25		105,263		—		4,754		12,965		4,754
09/19/24	09/20/25		126,316		—		5,156		21,095		5,156
09/19/24	09/20/25		105,263		—		4,139		19,191		4,139
09/19/24	09/20/25		52,632		—		1,974		10,585		1,974
09/19/24	09/20/25		157,895		—		5,787		33,143		5,787
09/19/24	09/20/25		210,526		—		7,464		46,820		7,464
04/01/25	03/31/26		20,000		2,623		—		5,189		—
04/09/25	03/31/26		100,000		10,929		—		20,670		—
04/16/25	03/31/26		15,000		2,295		—		4,166		—
04/22/25	03/31/26		65,000		9,945		—		17,404		—
05/12/25	03/31/26		50,000		2,174		—		3,332		—
06/25/25	12/25/25		50,000		1,545		—		1,629		—
07/01/25	01/01/26		70,000		7,930		—		7,930		—
09/03/25	03/03/26		15,000		559		—		559		—
09/10/25	03/10/26		54,000		1,274		—		1,274		—
09/17/25	03/17/26		45,000		754		—		754		—
				$	40,028	$	266,436	$	557,010	$	619,493

Notes Payable Activity

~~There~~The ~~were~~Company nohas ~~repayments~~issued oncertain ~~convertible~~other notes payable to third parties that are recorded at their face value, net of discounts recorded at inception related to Droriginal issue discounts, warrants issued with the convertible notes, and derivative embedded conversion features (“ECFs”) in the convertible notes. ~~Dent~~Such notes payable that are carried at net amortized value ~~during~~were ~~the~~comprised ~~three~~of orthe ~~nine~~following ~~months~~as ~~ended~~of ~~September~~March 3031, ~~2025~~2026 orand ~~2024.~~December 31, 2025:

Interest

				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		07/31/26	$	46,594	$	74,550	$	(3,655	)	$	(6,620	)	$	42,939	$	67,929
	07/29/25		05/30/26		44,015		176,061		(12,200	)		(30,499	)		31,815		145,562
	10/03/25		08/15/26		68,908		110,252		(19,803	)		(32,812	)		49,105		77,441
	11/10/25		08/30/26		137,816		137,816		(24,556	)		(39,096	)		113,260		98,720
	01/14/26		01/14/27		25,000		—		(7,680	)		—			17,320		—
	01/22/26		07/16/26		240,000		—		(90,223	)		—			149,777		—
	01/27/26		11/15/26		170,016		—		(52,617	)		—			117,399		—
				$	732,349	$	498,679	$	(210,734	)	$	(109,027	)	$	521,615	$	389,652

~~Interest~~Amortization ~~accrued on notes and convertible notes payable to related parties as~~ of ~~September~~debt ~~30,~~discount ~~2025 and December 31, 2024 was $39,536 and $143,445, respectively. Interest expense~~ on ~~convertible~~ such notes payable during ~~to Dr. Dent was $42,153 and $43,742 in~~ the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and $186,896 and $75,091 in the nine months ended September 30,~~ 2025 ~~and~~was ~~2024,~~as ~~respectively.~~follows:

Inception		Maturity		Principal		Three Months Ended March 31,
Date		Date		Amount		2026		2025
	04/24/24		02/28/25	$	180,320	$	—	$	8,772
	08/01/24		07/31/26		223,649		2,964		2,964
	01/16/25		01/15/25		168,728		—		18,932
	01/24/25		01/30/25		112,746		—		9,615
	02/14/25		12/15/25		136,528		—		5,407
	07/29/25		05/30/26		176,061		18,299		—
	10/03/25		08/15/26		137,816		13,009		—
	11/10/25		08/30/26		137,816		14,540		—
	01/14/26		01/14/27		25,000		2,020		—
	01/22/26		07/16/26		240,000		20,657		—
	01/27/26		11/15/26		170,016		14,475		—
						$	85,964	$	45,690

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 11 – ~~AMOUNTS~~NOTES ~~DUE~~AND TOCONVERTIBLE ~~RELATED PARTY~~NOTES ~~AND~~PAYABLE ~~RELATED PARTY TRANSACTIONS~~ (CONTINUED)

~~Undocumented~~Repayments ~~Advances~~on such notes payable during the three months ended March 31, 2026 and 2025 were as follows:

From time to time, Dr. Dent has made undocumented cash advances to the Company. Amounts due to Dr. Dent under such undocumented advances were comprised of the following as of September 30, 2025 and December 31, 2024:

Inception		Maturity		Principal		Three Months Ended March 31,
Date		Date		Amount		2026		2025
	04/24/24		02/28/25	$	180,320	$	—	$	36,064
	01/16/25		11/15/25		168,728		—		33,746
	02/14/25		12/15/25		136,528		—		13,652
	08/01/24		07/31/26		223,649		27,956		27,956
	07/29/25		05/30/26		176,061		132,046		—
	10/03/25		08/15/26		137,816		41,345		—
						$	201,347	$	111,418

			Amount Due to Dr. Dent
Advance	Advance		September 30,		December 31,
Date	Amount		2025		2024
09/24/24	$	130,000	$	—	$	30,000
09/30/24		10,000		—		10,000
10/01/24		35,000		—		35,000
10/08/24		90,000		—		90,000
10/15/24		60,000		—		60,000
10/21/24		85,000		—		85,000
11/06/24		70,000		—		70,000
11/13/24		40,000		—		40,000
06/13/25		70,000		70,000		—
07/30/25		56,000		—		—
08/12/25		100,000		100,000		—
	$	746,000	$	170,000	$	420,000

NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS

Deferred Compensation

As of September 30, 2025 and December 31, 2024 the Company owed Dr. Dent $300,600 and $300,600, respectively, related to prior period deferred compensation.

Extensions of Convertible Notes Payable to Dr. Dent

On March 20, 2025, the maturity date on three notes payable to Dr. Dent with aggregate principal of $1,216,500 was extended until September 20, 2025 in exchange for a ten-year warrant to purchase 13,534 shares of the Company’s common stock at an exercise price of $3.75 per share (the “March Extension”). The fair value of the warrant was $25,625. Because the discounted cash flows from the notes extended in the March Extension were determined to be substantially different before and after the extension, the extension was treated as an extinguishment and reissuance and the extended notes were recorded at fair value following the March Extension. In connection with the March Extension, the Company recognized a gain on debt extinguishment in the amount of $-0- and $42,726 in the three and nine months ended September 30, 2025, respectively.

On June 30, 2025, the maturity date on seven notes payable to Dr. Dent with aggregate principal of $1,765,000 was extended until December 31, 2025 in exchange for a ten-year warrant to purchase 19,866 shares of the Company’s common stock at an exercise price of $2.00 per share (the “June Extension”). The fair value of the warrant was $22,126. Because the discounted cash flows from the notes extended in the June Extension were determined to be substantially different before and after the extension, the extension was treated as an extinguishment and reissuance and any of the extended notes not already carried at fair value were subsequently carried at fair value after the extension. In connection with the June Extension, the Company recognized a gain on debt extinguishment in the amount of $-0- and $132,246 in the three and nine months ended September 30, 2025, respectively.

On September 30, 2025, the maturity date on 22 notes payable to Dr. Dent with aggregate principal of $2,161,500 was extended until March 30, 2026 in exchange for a ten-year warrant to purchase 23,811 shares of the Company’s common stock at an exercise price of $1.95 per share (the “September Extension”). The fair value of the warrant was $25,875. Because the discounted cash flows from the notes extended in the September Extension were determined to be substantially different before and after the extension, the extension was treated as an extinguishment and reissuance and any of the extended notes not already carried at fair value were subsequently carried at fair value after the extension. In connection with the September Extension, the Company recognized a gain on debt extinguishment in the amount of $85,150 and $85,150 in the three and nine months ended September 30, 2025, respectively.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 12 – NOTES AND CONVERTIBLE NOTES PAYABLE

Notes payable as of September 30, 2025 and December 31, 2024 were as follows:

	September 30,			December 31,
	2025			2024
SBA Disaster Relief Loans	$	450,000		$	450,000
1800 Diagonal Note Payable IV, April 2024		—			36,064
Leaf Capital Note Payable, August 2024		93,187			177,055
1800 Diagonal Note Payable V, January 2025		33,745			—
1800 Diagonal Note Payable VI, January 2025		42,280			—
1800 Diagonal Note Payable VII, February 2025		40,958			—
1800 Diagonal Note Payable VIII, July 2025		176,061
Face value of notes payable		836,231			663,119
Less: unamortized discounts		(92,294	)		(27,414	)
Notes payable, total		743,937			635,705
Less: long term portion		(450,000	)		(508,610	)
Notes payable, current portion	$	293,937		$	127,095

Government Notes Payable

Interest accrued on SBA loans as of September 30, 2025 and December 31, 2024 was $19,709 and $17,725, respectively. Interest expense (income) recognized on the loans was $8,736 and $4,253 in the three months ended September 30, 2025 and 2024, respectively, and $17,335 and $12,159 in the nine months ended September 30, 2025 and 2024, respectively. Payments against interest were $2,193 and $6,579 in the three months ended September 30, 2025 and 2024, respectively, and $15,351 and $19,737 in the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, remaining principal payments were $450,000 and $450,000, respectively, and the net carrying value was $450,000 and $450,000, respectively.

Other Notes Payable

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 embedded conversion features (“ECFs”) in the convertible notes. Such notes payable that are carried at net amortized value were comprised of the following as of September 30, 2025 and December 31, 2024:

		Principal Outstanding				Unamortized Discount						Amortized Carrying Value
Inception	Maturity	Sep. 30,		Dec. 31,		Sep. 30,			Dec. 31,			Sep. 30,		Dec. 31,
Date	Date	2025		2024		2025			2024			2025		2024
04/24/24	02/28/25		—		36,064		—			(8,772	)		—		27,292
08/01/24	07/31/26		93,186		177,055		(9,649	)		(18,642	)		83,537		158,413
01/16/25	11/15/25		33,746		—		(12,999	)		—			20,747		—
01/24/25	11/30/25		42,280		—		(9,615	)		—			32,665		—
02/14/25	12/15/25		40,958		—		(10,826	)		—			30,132		—
07/29/25	05/30/26		176,061		—		(49,205	)		—			126,856		—
		$	386,231	$	213,119	$	(92,294	)	$	(27,414	)	$	293,937	$	185,705

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 12 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)

Amortization of debt discount on such notes payable during the three and nine months ended September 30, 2025 and 2024 was as follows:

				Three Months Ended				Nine Months Ended
Inception	Maturity	Principal		September 30,				September 30,
Date	Date	Amount		2025		2024		2025		2024
08/08/23	06/30/24	$	162,131	$	—	$	—	$	—	$	13,098
11/03/23	09/03/24		378,000		—		13,000		—		49,400
12/12/23	10/15/24		162,131		—		11,091		—		33,032
12/13/23	09/03/24		189,000		—		16,189		—		61,517
04/24/24	02/28/25		180,320		—		13,450		8,772		23,245
08/01/24	07/31/26		223,649		3,029		1,975		8,991		1,977
01/16/25	11/15/25		168,728		25,997		—		70,644		—
01/24/25	11/30/25		112,746		14,501		—		38,459		—
02/14/25	12/15/25		136,528		13,105		—		32,477		—
07/29/25	05/30/26		154,440		12,810		—		12,810		—
				$	69,442	$	55,705	$	172,153	$	182,269

Repayments on such notes payable during the three and nine months ended September 30, 2025 and 2024 was as follows:

				Three Months Ended				Nine Months Ended
Inception	Maturity	Principal		September 30,				September 30,
Date	Date	Amount		2025		2024		2025		2024
08/08/23	06/30/24	$	162,131	$	—	$	0	$	—	$	97,278
11/03/23	09/03/24		378,000		—		113,400		—		302,400
12/12/23	10/15/24		162,131		—		48,639		—		147,102
12/13/23	09/03/24		189,000		—		81,000		—		189,000
04/24/24	02/28/25		180,320		—		54,096		36,064		72,128
08/01/24	07/31/26		223,649		27,956		18,637		83,868		18,637
01/16/25	11/15/25		168,728		50,618		—		134,982		—
01/24/25	11/30/25		112,746		70,466		—		70,466		—
02/14/25	12/15/25		136,528		40,958		—		95,570		—
07/29/25	05/30/26		154,440		—		—		—		—
				$	189,998	$	315,772	$	420,950	$	826,545

NOTE 13 – 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.”

26Derivative financial instruments and changes thereto recorded in the three months ended March 31, 2026 and 2025 include the following:

HEALTHLYNKED CORP.

	Three Months Ended March 31,
	2026			2025

Balance, beginning of period	$	23,846		$	—
Inception of derivative financial instruments		48,519			62,017
Change in fair value of derivative financial instruments		(32,169	)		(45,038	)
Conversion or extinguishment of derivative financial instruments		—			—

Balance, end of period	$	40,196		$	16,979

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 13 – DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

Derivative financial instruments and changes thereto recorded in the three and nine months ended September 30, 2025 include the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	16,285	$	—	$	—	$	—
Inception of derivative financial instruments		10,953		—		72,970		—
Change in fair value of derivative financial instruments		48,494		—		2,762		—
Conversion or extinguishment of derivative financial instruments		—		—		—		—
Balance, end of period	$	75,732	$	—	$	75,732	$	—

Fair market value of the derivative financial instruments is measured using the following range of assumptions:

		Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024
	2026		2025
Pricing model utilized	Binomial Lattice	~~Binomial Lattice~~	Binomial Lattice	—
Risk free rate range	3.70% to 3.72%	~~3.83% to 4.29%~~	4.15% to 4.18%	—
Expected life range (in years)	0.16 to 0.63	~~0.13 to 0.85~~	0.83 to 0.85	—
Volatility range	147.11% to 217.25%	~~164.80% to 297.56%~~	164.80% to 165.62%	—
Dividend yield	0.00%	~~0.00%~~	0.00%	—

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. ~~The Company had no derivative financial instruments in the nine months ended September 30, 2024.~~

~~NOTE 14 – SHAREHOLDERS’ DEFICIT~~24

Private Placements

During the nine months ended September 30, 2025, the Company sold 2,000 shares of common stock to one investor in a private placement transaction. The Company received $10,000 in proceeds from the sale. In connection with the stock sales, the Company also agreed to extend the expiration date on 11,765 warrants to purchase shares of common stock at an exercise price of $15.00 per share for an additional two years.

During the nine months ended September 30, 2024, the Company sold 59,772 shares of common stock to four investors in separate private placement transactions. The Company received $405,000 in proceeds from the sales. In connection with the sales, the Company also issued 25,000 five-year warrants to purchase shares of common stock at an exercise price of $17.00 per share and 4,286 five-year warrants to purchase shares of common stock at an exercise price of $16.00 per share. The Company was also obligated to issue 4,061 shares with a value of $29,134 as a stock issuance fee related to the private placement sales.

Shares issued to Consultants

During the nine months ended September 30, 2024, the Company issued to a consultant a ten-year stock option to purchase 25,050 shares of common stock at an exercise price equal of $5.69 in satisfaction of common stock issuable accrued to the consultant for services provided between 2021 and 2024. No shares were issued to consultants during the nine months ended September 30, 2025.

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ DEFICIT ~~(CONTINUED)~~

Private Placements

During the three months ended March 31, 2025, the Company sold 2,000 shares of common stock to one investor in a private placement transaction. The Company received $10,000 in proceeds from the sale. In connection with the stock sales, the Company also agreed to extend the expiration date on 1,176,471 warrants to purchase shares of common stock at an exercise price of $0.15 per share for an additional two years.

The Company had no private placement transactions during the three months ended March 31, 2026.

Common Stock Issuable

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, ~~the~~ the Company was obligated to issue the following shares:

September 30, 2025

December 31, 2024

March 31, 2026

December 31, 2025

Amount

Shares issuable to employees and consultants

8549,~~498~~505

2882,~~162~~910

8149,~~632~~498

149,~~305~~931

Shares issuable to independent directors

—

80,000

16,327

Private placement issuable

11,851

12,121

11,851

12,121

8561,~~498~~356

2895,~~162~~031

~~161~~61,~~632~~349

3022,~~632~~052

Stock Warrants

Transactions involving our stock warrants during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 are summarized as follows:

	2025						2024
	2026						2025
				Weighted						Weighted
				Average						Average
				Exercise						Exercise
	Number			Price			Number			Price
Outstanding at beginning of the period		1804,~~014,932~~351		$	16.2531			~~774~~1,~~146~~014,888		$	2016.4800
Granted during the period		5749,~~212~~615		$	25.3904			~~296~~13,~~077~~534		$	64.3800
Exercised during the period		—		$	—			—		$	—
Expired during the period		(~~247~~195,~~294~~252	)	$	(1334.7327	)		(14225,~~257~~420	)	$	(2713.8400	)
Outstanding at end of the period		824,850		$	16.04			1,055,966		$	16.43
Down round adjustments during the period		14,110			4.25			—			—
Exercisable at end of the period		824,850		$	16.04			1,055,966		$	16.43
Outstanding at end of the period		672,824		$	9.92			803,002		$	17.00
Weighted average remaining life		4.4 years						3.3 years
Exercisable at end of the period		672,824		$	9.92			803,002		$	17.00
Weighted average remaining life		5.5			years			4.5			years

~~The following table summarizes information about the Company’s stock warrants outstanding as of September 30, 2025:~~25

Warrants Outstanding								Warrants Exercisable
				Weighted-
				Average		Weighted-				Weighted-
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Prices		Outstanding		Life (years)		Price		Exercisable		Price
$	0.02 to 10.00		415,281		7.5	$	4.92		415,281	$	4.92
$	10.01 to 25.00		185,625		2.5	$	15.04		185,625	$	15.04
$	25.01 to 50.00		194,334		0.3	$	32.91		194,334	$	32.91
$	50.01 to 105.00		29,610		0.8	$	67.57		29,610	$	67.57
$	0.02 to 105.00		824,850		4.4	$	16.04		824,850	$	16.04

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ DEFICIT (CONTINUED)

~~During~~The ~~the~~following ~~nine~~table ~~months~~summarizes ~~ended~~information ~~September 30, 2025~~about ~~and 2024,~~ the Company’s ~~issued~~stock ~~57,212 and 296,077~~ warrants, ~~respectively,~~outstanding ~~the~~as ~~aggregate grant date fair value~~ of ~~which~~March ~~was $73~~31,~~626~~ and $1,037,535, respectively. There were no warrants exercised during the nine months ended September 30, 2025 or 2024. The fair value of the warrants was calculated using the following range of assumptions2026:

		2025	2024
Warrants Outstanding									Warrants Exercisable
Pricing model utilized		Binomial Lattice	Binomial Lattice
					Weighted-
Risk free rate range		4.16% to 4.24%	3.65% to 4.69%
					Average		Weighted-				Weighted-
Expected life range (in years)		10.00 years	5.00 to 10.00 years
					Remaining		Average				Average
Volatility range		172.21% to 175.32%	139.73% to 173.25%
Exercise			Number		Contractual		Exercise		Number		Exercise
Dividend yield		0.00%	0.00%
Prices			Outstanding		Life (years)		Price		Exercisable		Price
Expected forfeiture		44.00%	33.00%
$	0.02 to 10.00			459,698		7.3	$	4.80		459,698	$	4.80
$	10.01 to 25.00			184,434		2.0	$	15.00		184,434	$	15.00
$	25.01 to 50.00			5,334		0.4	$	25.00		5,334	$	25.00
$	50.01 to 105.00			23,358		0.4	$	67.28		23,358	$	67.28
$	0.02 to 105.00			672,824		5.5	$	9.92		672,824	$	9.92

During the three months ended March 31, 2026 and 2025, the Company issued 49,615 and 13,534 warrants, respectively, the aggregate grant date fair value of which was $63,836 and $25,625, respectively. There were no warrants exercised during the three months ended March 31, 2026 or 2025. The fair value of the warrants was calculated using the following range of assumptions:

	2026		2025
Pricing model utilized		Binomial Lattice		Binomial Lattice
Risk free rate range		3.72% to 3.85%		3.65% to 4.69%
Expected life range (in years)		5.00 years		5.00 to 10.00 years
Volatility range		151.64% to 152.41%		139.73% to 173.25%
Dividend yield		0.00%		0.00%
Expected forfeiture		33.00%		33.00%

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 155,037 shares of the Company’s common stock, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2016 EIP is governed by the Board, or a committee that may be appointed by the Board in the future. The 2016 EIP expired during 2021 but allows for the prospective issuance of common shares upon vesting of stock awards or exercise of stock options granted prior to expiration of the 2016 EIP.

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 200,000 shares of the Company’s common stock, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by the Board, or a committee that may be appointed by the Board in the future.

~~Amounts recognized in the financial statements with respect to the EIPs in the nine months ended September 30, 2025 and 2024 were as follows:~~26

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Total cost of share-based payment plans during the period	$	53,016	$	98,906	$	65,409	$	134,892
Amounts capitalized in deferred equity compensation during period	$	—	$	—	$	—	$	—
Amounts written off from deferred equity compensation during period	$	—	$	—	$	—	$	57,147
Amounts charged against income for amounts previously capitalized	$	—	$	—	$	—	$	—
Amounts charged against income, before income tax benefit	$	53,016	$	98,906	$	65,409	$	192,039
Amount of related income tax benefit recognized in income	$	—	$	—	$	—	$	—

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1413 – 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	$	297,522	$	7,126
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	$	297,522	$	7,126
Amount of related income tax benefit recognized in income	$	—	$	—

Stock Options

Stock options granted under the EIPs typically vest over a period of three to four years or based on achievement of Company and individual performance goals. The following table summarizes stock option activity as of and for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

	2025						2024
	2026						2025
				Weighted						Weighted
				Average						Average
				Exercise						Exercise
Stock options	Number			Price			Number			Price
Outstanding at beginning of period		61135,~~579~~791		$	64.9426			5061,~~937~~574		$	157.5700
Granted during the period		~~75,000~~—		$	~~2.20~~—			~~48,050~~—		$	~~5.84~~—
Exercised during the period		—		$	—			—		$	—
Forfeited during the period		(~~759~~4,617	)	$	(179.7366	)		~~(36,518~~—	)	$	~~(17.48~~—	)
Outstanding at end of period		~~135~~131,~~820~~174		$	4.2607			6261,~~469~~574		$	7.00
Options exercisable at period-end		90112,~~320~~674		$	4.9415			4850,~~844~~074		$	7.00

As of ~~September~~March 3031, ~~2025~~2026, there was $7419,~~189~~142 of ~~total~~ total unrecognized compensation cost related to options granted under the EIPs. That cost is expected to be recognized over a weighted-average period of 0.83 years.

~~The~~No ~~weighted-average grant-date fair value of~~ options were granted during the ~~nine~~years ended three months ended ~~September~~March 3031, ~~2025~~2026 ~~and~~or ~~2024 was $1~~2025.53 ~~and $4.00, respectively.~~ The total fair value of options vested during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~ 2025 was $8527,~~932~~108 and $~~153~~7,~~542~~966, respectively. No options were exercised during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 or ~~2024~~2025. Stock based compensation expense related to stock options was $6222,~~322~~627 and $7,~~172~~126 in the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and $24,715 and $70,688 in the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively.

The fair value of each stock option award is estimated on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period. The fair value of options granted for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 was calculated using the following range of assumptions:

	2025	2024
	2026	2025
Pricing model utilized	~~Binomial~~No ~~Lattice~~Grants	~~Binomial~~No ~~Lattice~~Grants
Risk free rate range	~~4.26%~~No Grants	~~4.20%~~No ~~to 4.23%~~Grants
Expected life range (in years)	~~10.00~~No ~~years~~Grants	~~10.00~~No ~~years~~Grants
Volatility range	~~172.20%~~No Grants	~~173.09%~~No ~~to 173.25%~~Grants
Dividend yield	~~0.00%~~No Grants	~~0.00%~~No Grants
Expected forfeiture	~~30.00%~~No Grants	~~30.00%~~No Grants

3027

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1413 – SHAREHOLDERS’ DEFICIT (CONTINUED)

The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

	2025						2024
	2026						2025
				Weighted						Weighted
				Average						Average
				Grant Date						Grant Date
Stock options	~~Shares~~	Shares		Fair Value			~~Shares~~	Shares		Fair Value
Nonvested options at beginning of period		1333,~~500~~000		$	42.7223			1013,~~731~~500		$	65.1400
Granted		~~75,000~~—		$	~~1.53~~—			~~48,050~~—		$	~~4.09~~—
Vested		(4314,~~000~~500	)	$	(21.0087	)		(372,~~322~~000	)	$	(4.1100	)
Forfeited		—		$	—			~~(7,833~~—	)	$	~~(5.62~~—	)
Nonvested options at end of period		4518,500		$	2.0451			1311,~~626~~500		$	45.7500

Stock Grants

Stock grant awards made under the EIPs typically vest either immediately or over a period of up to four years. The following table summarizes stock grant activity as of and for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

	2025						2024
	2026						2025
				Weighted						Weighted
				Average						Average
				Grant Date						Grant Date
Stock Grants	~~Shares~~	Shares		Fair Value			~~Shares~~	Shares		Fair Value
Nonvested grants at beginning of period		—346,250		$	—1.43			~~14,845~~—		$	~~5.19~~—
Granted		~~2,041~~—		$	~~2.30~~—			—		$	~~0.00~~—
Vested		(249,~~041~~688	)	$	(21.3039	)		~~(12,295~~—	)	$	~~(4.93~~—	)
Forfeited		—		$	—			~~(2,550~~—	)	$	~~(6.43~~—	)
Nonvested grants at end of period		—296,562		$	—1.43			—		$	~~0.00~~—

As of ~~September~~March 3031, ~~2025~~2026, there was $~~-0-~~268,157 of total unrecognized compensation cost related to stock grants made under the EIPs. The aggregate fair value of share grants that vested during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 was $469,~~694~~096 and $60-0-,~~588,~~ respectively. Stock based compensation expense related to stock ~~grants~~ grants was $469,~~694~~095 and $~~196~~-0- in the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and $4,694 and $3,788 in the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively.

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

NOTE 1514 – COMMITMENTS AND CONTINGENCIES

Supplier Concentration

The Company relied on a single supplier for the fulfillment of approximately 98100% and 96% of its product sales made through MOD in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

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.

3128

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1514 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Employment/Consulting Agreements

The Company has employment agreements with certain of its physicians, nurse practitioners and physical therapists in the Health Services Division. The agreements generally call for a fixed salary plus performance-based pay.

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 1615 – SEGMENT REPORTING

As of ~~September~~March 3031, ~~2025~~2026, the Company had three ~~reportable~~ reportable segments: (1) Health Services, ~~Digital Healthcare, and Medical Distribution. The Health Services division is~~ comprised of ~~the operations of (i) NCFM,~~ a ~~functional~~single ~~medical~~patient service practice ~~engaged~~under ~~in improving~~ the ~~health~~NCFM ofbrand ~~its~~that ~~patients~~includes ~~through~~the ~~individualized~~NCFM, AEU and ~~integrative health~~CCN ~~care~~service offerings, (ii2) ~~BTG~~Digital Healthcare, awhich ~~physical~~develops ~~therapy~~and ~~practice~~markets inthe ~~Bonita~~“HealthLynked ~~Springs~~Network,” ~~Florida~~an ~~that~~online ~~provides~~personal ~~hands-on functional manual therapy techniques to~~medical ~~speed~~information ~~patients’ recovery~~ and ~~manage~~record ~~pain~~archive ~~without~~system, ~~pain~~and ~~medication~~(3) orMedical ~~surgery~~Distribution, ~~(iii)~~comprised ~~CCN,~~of athe ~~primary~~operations ~~care~~of ~~providing~~MOD, a ~~comprehensive range~~virtual distributor of discounted medical ~~services,~~supplies ~~and~~selling ~~(iv)~~to ~~AEU,~~both aconsumers ~~minimally~~ and ~~non-invasive~~medical ~~cosmetic services~~practices. During ~~2024~~October 2025, the Company ~~replaced~~sold ~~its~~the ~~NWC~~assets ~~Obstetrics and~~associated ~~Gynecology (OB/GYN) practice~~ with ~~CCN and relocated~~ its BTG ~~AEU~~ practice ~~to the CCN office location. During May 2025~~, ~~the~~which ~~Company~~had ~~consolidated the~~previously ~~NCFM,~~been ~~AEU~~included ~~and~~in ~~CCN practices into~~ the ~~former~~Health ~~NWC~~Services ~~office~~segment.

The Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network,” which 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.

The Medical Distribution Division is comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States.

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

3229

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1615 – SEGMENT REPORTING (CONTINUED)

Segment information for the three months ended ~~September~~March 3031, ~~2025~~2026 was as follows:

	Three Months Ended September 30, 2025
	Three Months Ended March 31, 2026
	Health Services			Digital Healthcare			Medical Distribution			Total
Revenue
Patient service revenue, net	$	~~380~~418,~~780~~613		$	—		$	—		$	~~380~~418,~~780~~613
Subscription revenue		—			13,~~450~~494			—			13,~~450~~494
Product revenue		—			—			6,315			6,315
Product and other revenue		—			—			1,358			1,358
Total revenue		~~380~~418,~~780~~613			13,~~450~~494			61,~~315~~358			~~388~~423,~~545~~465
Operating Expenses
Practice salaries and benefits		~~180~~142,~~754~~104			—			—			~~180~~142,~~754~~104
Other practice operating expenses		~~207~~99,~~068~~819			—			—			~~207~~99,~~068~~819
Cost of product revenue		—			—			9,~~418~~034			9,~~418~~034
Selling, general and administrative expenses		—			~~501~~844,~~940~~655			(12,~~204~~626	)		~~500~~847,~~736~~281
Depreciation and amortization		1824,~~981~~866			1,174			—			2026,~~155~~040
Total Operating Expenses		~~406~~266,~~803~~789			~~503~~845,~~114~~829			811,~~214~~660			~~918~~1,~~131~~124,278
Loss from operations	$	(26,023	)	$	(501,664	)	$	(1,899	)	$	(529,586	)
Income (loss) from operations	$	151,824		$	(842,335	)	$	(10,302	)	$	(700,813	)
Other Segment Information
Loss on extinguishment of debt	$	—		$	(85,150	)	$	—		$	(85,150	)
Gain on extinguishment of debt	$	—		$	(1,328,069	)	$	—		$	(1,328,069	)
Change in fair value of debt	$	—		$	197,939		$	—		$	197,939
Loss on change in fair value of debt	$	—		$	2,180,526		$	—		$	2,180,526
Gain on change in fair value of derivative financial instruments	$	—		$	48(32,~~494~~169	)	$	—		$	48(32,~~494~~169	)
Amortization of original issue discounts on notes payable	$	32,~~030~~964		$	~~106~~85,~~440~~020		$	—		$	~~109~~87,~~470~~984
Interest expense and other	$	52,~~824~~774		$	459,~~637~~445		$	—		$	5112,~~461~~219
Identifiable Assets
Identifiable assets as of March 31, 2026	$	125,417		$	1,499,184		$	1,190		$	1,625,791
Identifiable assets as of December 31, 2025	$	182,146		$	1,519,025		$	1,175		$	1,702,346

3330

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1615 – SEGMENT REPORTING (CONTINUED)

Segment information for the ~~nine~~three months ended ~~September~~March 3031, 2025 was as follows:

	Nine Months Ended September 30, 2025
	Three Months Ended March 31, 2025
	Health Services			Digital Healthcare			Medical Distribution			Total
Revenue
Patient service revenue, net	$	1752,~~705,635~~015		$	—		$	—		$	1752,~~705,635~~015
Subscription revenue		—			189,~~133~~584			—			189,~~133~~584
Product and other revenue		—			—			3112,~~345~~609			3112,~~345~~609
Total revenue		1752,~~705,635~~015			189,~~133~~584			3112,~~345~~609			1774,~~755,113~~208
Operating Expenses
Practice salaries and benefits		~~868~~402,~~499~~366			—			—			~~868~~402,~~499~~366
Other practice operating expenses		~~768~~313,~~439~~976			—			—			~~768~~313,~~439~~976
Cost of product revenue		—			—			4317,~~212~~816			4317,~~212~~816
Selling, general and administrative expenses		—			1620,~~558,984~~541			228,~~922~~874			1629,~~581,906~~415
Depreciation and amortization		7126,~~895~~850			31,~~522~~174			—			7528,~~417~~024
Total Operating Expenses		1743,~~708,833~~192			1621,~~562,506~~715			6626,~~134~~690			31,~~337~~391,~~473~~597
Income (loss) from operations	$	(3,198	)	$	(1,544,373	)	$	(34,789	)	$	(1,582,360	)
Loss from operations	$	8,823		$	(612,131	)	$	(14,081	)	$	(617,389	)
Other Segment Information
Loss on extinguishment of debt	$	—		$	(~~260~~42,~~122~~726	)	$	—		$	(~~260~~42,~~122~~726	)
Change in fair value of debt	$	—		$	~~352~~49,~~627~~186		$	—		$	~~352~~49,~~627~~186
Gain on change in fair value of derivative financial instruments	$	—		$	2(45,~~762~~038	)	$	—		$	2(45,~~762~~038	)
Amortization of original issue discounts on notes payable	$	82,~~992~~964		$	~~720~~402,~~171~~149		$	—		$	~~729~~405,~~163~~113
Interest expense and other	$	1(7,~~557~~072	)	$	~~195~~74,~~430~~087		$	—		$	~~196~~67,~~987~~015
Identifiable Assets
Identifiable assets as of September 30, 2025	$	262,577		$	1,501,980		$	—		$	1,764,557
Identifiable assets as of March 31, 2025	$	373,572		$	1,681,663		$	2,079		$	2,057,314
Identifiable assets as of December 31, 2024	$	496,391		$	1,719,020		$	7,578		$	2,222,989

34NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 16 – SEGMENT REPORTING (CONTINUED)

Segment information for the three months ended September 30, 2024 was as follows:

	Three Months Ended September 30, 2024
	Health Services			Digital Healthcare			Medical Distribution			Total
Revenue
Patient service revenue, net	$	522,795		$	—		$	—		$	522,795
Subscription revenue		—			32,367			—			32,367
Product revenue		—			—			34,962			34,962
Total revenue		522,795			32,367			34,962			590,124
Operating Expenses
Practice salaries and benefits		449,759			—			—			449,759
Other practice operating expenses		349,467			—			—			349,467
Cost of product revenue		—			—			31,674			31,674
Selling, general and administrative expenses		—			621,688			10,140			631,828
Depreciation and amortization		81,513			1,230			—			82,743
Impairment loss		716,000			—			—			716,000
Total Operating Expenses		1,596,739			622,918			41,814			2,261,471
Loss from operations	$	(1,073,944	)	$	(590,551	)	$	(6,852	)	$	(1,671,347	)
Other Segment Information
Gain on extinguishment of debt	$	—		$	(2,580	)	$	—		$	(2,580	)
Change in fair value of debt	$	—		$	(65,344	)	$	—		$	(65,344	)
Amortization of original issue discounts on notes payable	$	1,976		$	320,165		$	—		$	322,141
Interest expense and other	$	3,015		$	44,540		$	—		$	47,555

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTE 16 – SEGMENT REPORTING (CONTINUED)

Segment information for the nine months ended September 30, 2024 was as follows:

	Nine Months Ended September 30, 2024
	Health Services			Digital Healthcare			Medical Distribution			Total
Revenue
Patient service revenue, net	$	2,249,579		$	—		$	—		$	2,249,579
Subscription revenue		—			48,161			—			48,161
Product and other revenue		—			—			91,694			91,694
Total revenue		2,249,579			48,161			91,694			2,389,434
Operating Expenses
Practice salaries and benefits		1,546,806			—			—			1,546,806
Other practice operating expenses		1,221,272			—			—			1,221,272
Cost of product revenue		—			—			86,976			86,976
Selling, general and administrative expenses		—			2,444,386			48,354			2,492,740
Depreciation and amortization		250,604			3,910			—			254,514
Impairment loss		716,000			—			—			716,000
Total Operating Expenses		3,734,682			2,448,296			135,330			6,318,308
Loss from operations	$	(1,485,103	)	$	(2,400,135	)	$	(43,636	)	$	(3,928,874	)
Other Segment Information
Loss on extinguishment of debt	$	—		$	167,647		$	—		$	167,647
Change in fair value of debt	$	—		$	(93,244	)	$	—		$	(93,244	)
Amortization of original issue discounts on notes payable	$	1,976		$	799,786		$	—		$	801,762
Interest expense and other	$	8,532		$	87,702		$	—		$	96,234
Identifiable Assets
Identifiable assets as of September 30, 2024	$	579,805		$	2,173,951		$	4,402		$	2,758,158

The Digital Healthcare made intercompany sales of $-0- and $304 in the three months ended September 30, 2025 and 2024, respectively, and $-0- and $820 in the nine months ended September 30, 2025 and 2024, respectively, related to subscription revenue billed to and paid for by the Company’s physicians for access to the HealthLynked Network.

NOTE 17 – 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.

3631

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 (UNAUDITED)

NOTE 1716 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The following table summarizes the conclusions reached regarding fair value measurements as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

	As of September 30, 2025								As of December 31, 2024
	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	$	—	$	—	$	1,463,518	$	1,463,518	$	—	$	—	$	1,463,~~163~~518	$	1,463,~~163~~518
Liabilities:
Derivative financial instruments		—		—		7540,~~732~~196		7540,~~732~~196		—		—		—23,846		—23,846
Convertible notes payable to related party		—		—		46,~~235~~413,~~519~~357		46,~~235~~413,~~519~~357		—		—		~~671~~4,~~025~~256,099		~~671~~4,~~025~~256,099
	$	—	$	—	$	46,~~311~~453,~~251~~553	$	46,~~311~~453,~~251~~553	$	—	$	—	$	~~671~~4,~~025~~279,945	$	~~671~~4,~~025~~279,945

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. Gains (losses) from the change in fair value of Level 3 financial instruments during the three ~~and nine~~ months ended ~~September~~ 30March 31, 2026 ~~2025~~ and ~~2024~~2025 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Change in fair value of debt	$	(~~197~~2,~~939~~180,526	)	$	65(49,~~344~~186	)	$	~~(352,627~~	)	$	~~93,244~~
Contingent acquisition consideration payable		—			1,478			—			2,189
Change in fair value of derivative financial instruments	$	32,169		$	45,038
Change in fair value of derivative financial instruments	$	(48,494	)	$	—		$	(2,762	)	$	—
Total	$	(2,148,357	)	$	(4,148	)
Total	$	(246,433	)	$	66,822		$	(355,389	)	$	95,433

37NOTE 17 – SUBSEQUENT EVENTS

~~HEALTHLYNKED~~The ~~CORP.~~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:

~~NOTES~~On TOApril ~~THE~~8, ~~CONDENSED~~2026, ~~CONSOLIDATED~~Dr. ~~FINANCIAL~~Michael Dent advanced $50,000 ~~STATEMENTS~~to the Company in the form of an interest-free undocumented advance.

~~SEPTEMBER~~On April 20, 2026, Dr. Michael Dent advanced $30,000 to ~~2025~~the ~~(UNAUDITED)~~Company in the form of an interest-free undocumented advance.

~~NOTE~~On 18April –30, ~~SUBSEQUENT~~2026, ~~EVENTS~~Dr. Michael Dent advanced $50,000 to the Company in the form of an interest-free undocumented advance.

~~The~~On ~~Company~~May ~~has evaluated subsequent events through November 19~~5, ~~2025~~2026, ~~the~~Dr. ~~date~~Michael ofDent ~~filing~~advanced ~~of this Quarterly Report on Form 10-Q~~$90,000 ~~and determined that there have been no events that have occurred that would require adjustments~~ to ~~our~~the ~~disclosures~~Company in the ~~condensed~~form ~~consolidated~~of ~~financial~~an ~~statements,~~interest-free ~~other~~undocumented ~~than the following:~~advance.

On ~~October~~May 211, ~~2025~~2026, ~~the Company issued to a trust~~ ~~controlled by~~ Dr. Michael Dent aadvanced ~~convertible note payable with a principal of~~ $3460,000, anto ~~interest rate of 12% per annum, and a maturity date of April 2, 2026. The note is convertible at any time at~~ the ~~holder’s~~Company ~~option~~in ~~into shares of~~ the ~~Company’s~~form ~~common stock at a fixed conversion price~~ of ~~$1.74~~an ~~per~~interest-free ~~share.~~undocumented ~~The Company received net proceeds of $34,000~~advance.

On ~~October~~May 315, ~~2025~~2026, the Company ~~issued a promissory note payable to an investor with a stated principal amount of $123,050 and prepaid interest of $14,766 for total repayments of $137,816. The Company~~ received ~~net~~from ~~proceeds~~the ofBuyer ~~$100,000 after original issue discount of $16,050 and fees of $7,000. The note does not bear interest~~ in ~~excess of~~ the ~~original~~AHP ~~issue~~Sale ~~discount~~an ~~and~~extension ~~prepaid~~related ~~interest and matures on August 15, 2026. The Company is required~~ to ~~make~~the 10remaining ~~monthly payments~~IPO ofShare ~~$13,782~~Consideration ~~starting~~ until November 15, ~~2025 and ending on August 15,~~ 2026. ~~The note gives the holder a conversion right at a 35% discount to the market price of the Company’s common stock only in the event of default.~~

OnItem November 10, 2025, the Company issued a second promissory note payable to a different investor with a stated principal amount of $123,050 and prepaid interest of $14,766 for total repayments of $137,8162. ~~The~~Management’s ~~Company~~Discussion ~~received net proceeds of $100,000 after original issue discount of $16,050~~ and ~~fees~~Analysis of ~~$7,000.~~Financial ~~The~~Condition ~~note does not bear interest in excess of the original issue discount~~ and ~~prepaid~~Results interest and matures on August 30, 2026. The Company is required to make installments starting April 30, 2026 and ending on August 30, 2026. The note gives the holder a conversion right at a 35% discount to the market price of ~~the Company’s common stock only in the event of default.~~Operations

38Forward-Looking Statements

~~Item 2.~~You ~~Management’s~~should ~~Discussion~~read the following discussion and ~~Analysis~~analysis of ~~Financial~~our ~~Condition~~financial condition and ~~Results~~results of ~~Operations~~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.

~~Forward-Looking Statements~~Overview

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.General

~~Overview~~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:

~~General~~● 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.

~~HealthLynked Corp.~~● (Digital Healthcare Division: At the ~~“Company,”~~forefront ~~“we,”~~of ~~“our~~healthcare innovation,” orthis ~~“us”)~~division ~~was~~develops ~~incorporated~~and inmanages ~~the~~an ~~State~~advanced online concierge medical service. The HealthLynked Network facilitates efficient management of ~~Nevada~~medical ~~on August~~records 4and care, ~~2014~~allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. WeIt ~~currently~~also ~~operate~~supports physicians in ~~three~~expanding ~~distinct~~their ~~divisions:~~practices and acquiring new patients through our robust online scheduling system.

● ~~Health~~Medical ~~Services~~Distribution Division: ~~This~~MedOffice ~~division~~Direct isLLC ~~comprised of the operations of~~ (~~i) Naples Center for Functional Medicine (~~“~~NCFM~~MOD”), a ~~functional~~part ~~medical practice engaged in improving the health~~ of ~~its~~this ~~patients through individualized and integrative health care~~division, ~~(ii)~~operates ~~Bridging~~as ~~the Gap Physical Therapy (“BTG”),~~ a ~~physical~~virtual ~~therapy~~distributor ~~practice~~of indiscounted ~~Bonita~~medical ~~Springs,~~supplies ~~Florida that provides hands-on functional manual therapy techniques~~ to ~~speed~~consumers ~~patients’ recovery~~ and ~~manage pain without pain medication or surgery, (iii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of~~ medical ~~services,~~practices ~~and (iv) Aesthetic Enhancements Unlimited (“AEU”)~~nationwide, aensuring ~~minimally~~timely and ~~non~~cost-~~invasive~~effective ~~cosmetic services~~delivery. During 2024, the Company replaced our Naples Women’s Center (“NWC”) Obstetrics and Gynecology (OB/GYN) practice with CCN and relocated its AEU practice to the CCN office location. During May 2025, the Company consolidated the NCFM, AEU and CCN practices into the former NWC office.

●Critical ~~Digital~~accounting ~~Healthcare~~policies ~~Division: At the forefront of healthcare innovation, this division develops~~ and ~~manages~~significant anjudgments ~~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.estimates

●For ~~Medical~~a ~~Distribution~~discussion ~~Division:~~of ~~MedOffice~~our ~~Direct~~critical accounting ~~LLC (“MOD”)~~policies, asee ~~part~~Note ~~of this division~~2, ~~operates~~“Significant asAccounting aPolicies,” in ~~virtual~~the ~~distributor~~Notes ~~of discounted medical supplies~~ to consolidated ~~consumers and medical practices nationwide, ensuring timely and cost-effective delivery~~Financial Statements.

~~Critical~~The preparation of our consolidated ~~accounting~~financial ~~policies~~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 ~~judgments~~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:

~~For a~~Derivative ~~discussion~~Financial ofInstruments ~~our critical accounting policies, see Note 2, “Significant Accounting Policies,” in the Notes to the condensed consolidated financial statements.~~

39In 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.

~~Results~~Derivative financial instruments are recorded at fair value, with changes in fair value recognized in earnings. Estimating fair value requires the use of ~~Operations~~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.

~~Comparison of three months ended September 30, 2025 and 2024~~33

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

	Three Months Ended September 30, 2025						Change
	2025			2024			$			%
Patient service revenue, net	$	380,780		$	522,795		$	(142,015	)		-27	%
Subscription revenue		1,450			32,367			(30,917	)		-96	%
Product revenue		6,315			34,962			(28,647	)		-82	%
Total revenue		388,545			590,124			(201,579	)		-34	%
Operating Expenses and Costs
Practice salaries and benefits		180,754			449,759			(269,005	)		-60	%
Other practice operating expenses		207,068			349,467			(142,399	)		-41	%
Cost of product revenue		9,418			31,674			(22,256	)		-70	%
Selling, general and administrative expenses		500,736			631,828			(131,092	)		-21	%
Depreciation and amortization		20,155			82,743			(62,588	)		-76	%
Impairment loss		—			716,000			(716,000	)		-100	%
Loss from operations		(529,586	)		(1,671,347	)		1,141,761			-68	%
Other Income (Expenses)
Gain on extinguishment of debt		85,150			2,580			82,570			3200	%
Gain (loss) on change in fair value of debt		(197,939	)		65,344			(263,283	)		-403	%
Loss on change in fair value of derivative financial instruments		(48,494	)		—			(48,494	)		*
Amortization of original issue discounts on notes payable		(109,470	)		(322,141	)		212,671			-66	%
Interest expense		(51,461	)		(47,555	)		(3,906	)		8	%
Total other income (expenses)		(322,214	)		(301,772	)		(20,442	)		7	%
Net loss	$	(851,800	)	$	(1,973,119	)	$	1,121,319			-57	%

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

~~Revenue~~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.

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

~~Subscription~~We measure stock-based compensation ~~revenue~~expense inbased on the ~~three~~estimated ~~months~~fair ~~ended~~value ~~September~~of ~~30,~~equity ~~2025~~awards ~~decreased~~granted byto ~~$30,917,~~employees orand ~~96% year~~non-~~over-year,~~employees. toDetermining ~~$1,450~~the fair value of these awards requires judgment in ~~the~~estimating ~~three~~inputs ~~months~~to ~~ended September~~valuation 30models, ~~2025~~including expected volatility, ~~from~~expected ~~$32~~term,~~367~~ inrisk-free ~~the~~interest ~~three~~rates and ~~months~~expected ~~ended~~forfeiture ~~September~~rates. ~~30,~~Changes ~~2024,~~in ~~due~~these ~~primarily~~assumptions tocould amaterially ~~decrease~~impact inthe ~~HealthLynked~~amount ~~Network~~of ~~paid subscriptions~~stock-based ~~that~~compensation ~~were~~expense ~~paired~~recognized in ~~with~~our ~~NCFM~~consolidated ~~membership~~financial ~~contracts~~statements.

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

40We 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.

~~Operating Expenses~~Lease Accounting and ~~Costs~~Incremental Borrowing Rate

~~Practice salaries~~For ~~and~~leases ~~benefits~~in ~~decreased~~which bythe ~~$269,005,~~implicit rate orcannot ~~60%,~~be toreadily ~~$180~~determined,~~754~~ inwe estimate the ~~three~~incremental ~~months~~borrowing ~~ended~~rate ~~September~~used ~~30,~~to ~~2025,~~measure ~~compared~~our toright-of-use ~~$449,759~~assets ~~in the~~and ~~three~~related ~~months~~lease liabilities ~~ended~~under ~~September~~ASC ~~30,~~842. ~~2024,~~Determining ~~primarily~~the asincremental aborrowing ~~result~~rate ofrequires ~~focused~~judgment ~~cost~~and ~~reduction~~considers ~~efforts~~factors atsuch ~~all~~as of our ~~practices~~credit ~~starting in~~risk, ~~mid-2023~~the ~~and~~lease ~~accelerating~~term, ineconomic ~~the~~environment ~~second~~and ~~half~~collateralized ofborrowing ~~2024~~rates ~~and~~available ~~into~~to ~~2025~~us.

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

~~Cost of~~Property ~~product~~and ~~revenue~~equipment ~~was~~are depreciated ~~$9,418~~over intheir ~~the~~estimated ~~three~~useful ~~months~~lives. ~~ended~~Determining ~~September~~the ~~30,~~appropriate ~~2025,~~useful alife ~~decrease~~for ofan ~~$22,256,~~asset orrequires ~~70%,~~judgment ~~compared~~regarding tothe ~~$31,674~~expected period inover which the ~~same~~ ~~period~~asset ofwill ~~2024,~~provide ~~corresponding~~economic tobenefit. ~~the~~Changes ~~decline~~ in ~~product~~technology, ~~sales~~market ~~for~~conditions, ~~the~~or ~~period~~usage ~~compared~~patterns could result in revisions to ~~the~~estimated ~~same~~useful ~~period~~lives inand ~~the~~changes ~~prior~~in ~~year~~depreciation expense.

Selling, general and administrative costs decreased by $131,092, or 21%, to $500,736 in the three months ended September 30, 2025 compared to $631,828 in the three months ended September 30, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.34

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

~~During the~~Comparison ~~three months ended September 30, 2024, we recorded an impairment charge in the amount~~ of ~~$716,000~~Three toMonths ~~adjust~~Ended ~~carrying~~March ~~value of the~~31, ~~NCFM~~2026 ~~Medical~~and ~~Database to its estimated fair value of $-0-. There were no impairment charges during the three months ended September 30,~~ 2025.

~~Loss from~~The ~~operations~~following ~~decreased~~table bysummarizes the ~~$1,141,761,~~changes ~~or 68%, to $529,586~~ in ~~the~~our ~~three~~results ~~months~~of ~~ended~~operations ~~September~~for ~~30, 2025 compared to $1,671,347 in~~ the three months ended ~~September~~March 3031, ~~2024,~~2026 ~~primarily as a result of reduced practice operating costs, corporate overhead costs~~ and ~~selling, general and administrative expenses, offset in part by lower revenue.~~2025:

Other Income (Expenses)

	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	%

~~Gain on~~* ~~extinguishment~~Denotes ofline ~~debt~~item ~~in the three months ended September 30, 2025 was $85,150, compared to $2,580 in the three months ended September 30, 2024. Gain~~ on ~~extinguishment~~statement of ~~debt~~operations infor ~~the~~which ~~three~~there ~~months~~was ~~ended~~no ~~September~~corresponding ~~30,~~activity ~~2025 resulted from the extension of 22 notes payable to Dr. Dent during the quarter. Gain on extinguishment of debt~~ in the ~~three~~same ~~months~~period ~~ended September 30, 2024 resulted from the extension~~ of ~~two~~prior ~~notes payable to Dr~~year. ~~Dent during the quarter.~~

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

~~Loss~~Patient service revenue decreased onby ~~change~~$333,402, or 44% year-over-year, from $752,015 in ~~fair~~the ~~value~~three ofmonths ~~derivative~~ended ~~financial~~March ~~instruments~~31, ~~was~~2025, to $48418,~~494~~613 in the three months ended ~~September~~March 31, 302026, 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, ~~resulting~~representing ~~from~~a year-over-year decline in revenue of $226,341, or 35%, and (ii) the ~~change~~sale of the BTG practice assets in ~~fair~~October ~~value~~2025, representing a year-over-year decline in revenue of ~~derivative~~$107,061, ~~financial~~or ~~instruments~~100%. ~~related~~The tooverall reduction ~~beneficial~~in ~~conversion~~patient ~~features~~service ~~embedded~~revenue was offset in ~~third~~part ~~party~~by ~~notes~~a corresponding designed reduction in practice operating costs as described ~~issued~~below ~~during~~in the ~~period.~~fluctuation ~~Such~~of ~~derivative~~“Practice ~~financial~~salaries ~~instruments~~and ~~are~~benefits” ~~revalued~~and at“Other ~~each~~practice ~~period~~operating ~~end.~~costs,” ~~There~~which ~~were~~declined by noa ~~such~~combined ~~gains~~$474,419, or ~~losses~~66%, in from the three months ended ~~September~~March 3031, ~~2024~~2025 to the three months ended March 31, 2026.

~~Amortization of~~Subscription ~~original~~revenue ~~issue and debt discounts on notes payable and convertible notes~~ in the three months ended ~~September~~March 3031, ~~2025~~2026 ~~was~~decreased ~~$109,470, a~~by ~~decrease of~~ $~~212~~6,~~671~~090, or 6664% year-over-year, ~~compared~~ to $~~322~~3,~~141~~494 in the three months ended ~~September~~March 3031, ~~2024.~~2026, ~~Amortization of discounts arose~~ from ~~original~~$9,584 ~~issue~~in ~~discounts~~the onthree ~~notes~~months ~~payable,~~ended ~~warrants~~March ~~attached~~31, ~~to notes payable~~2025, ~~and~~due ~~beneficial~~primarily ~~conversion~~to ~~features~~a ~~in convertible notes payable. The~~ decrease ~~was~~in ~~due~~HealthLynked toNetwork ~~larger~~paid ~~equity-based~~subscriptions ~~and~~that ~~original~~were ~~issue discounts offered for notes payable in 2024, and therefore larger~~paired ~~corresponding~~with ~~amortizable~~NCFM ~~discount~~membership ~~balances, in 2024 compared to 2025~~contracts.

~~Interest expense~~Product ~~and~~revenue ~~other~~was ~~increased by~~ $31,~~906,~~358 in ~~or 8%, to $51,461 for~~ the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $4712,~~555~~609 in the three months ended ~~September~~March 3031, ~~2024~~2025, ~~due~~a todecrease anof ~~increase~~$11,251, inor ~~interest-bearing~~89%. Product ~~notes~~revenue ~~payable~~was toearned ~~related~~by ~~parties~~the ~~during~~Medical ~~2024~~Distribution ~~and first quarter 2025~~Division, ~~primarily~~comprised inof the ~~form~~operations of ~~new~~MOD, ~~notes~~which decreased due to decreased marketing efforts and ~~convertible~~demand ~~notes~~for ~~payable~~our toproducts ~~Dr.~~at ~~Dent~~our offered price points.

4135

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

~~Net~~Practice salaries and benefits ~~loss~~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.

~~Net loss~~Other practice operating costs decreased by $1214,~~121,319,~~157 or 5768%, to $~~851~~99,~~800~~819 in the three months ended ~~September~~March 3031, ~~2025,~~2026 ~~compared~~from ~~to net loss of~~ $1313,~~973,119~~976 in the three months ended ~~September~~March 3031, ~~2024~~2025, primarily as a result of ~~reduced~~focused ~~practice~~cost ~~operating~~reduction ~~costs~~efforts ~~and~~at ~~corporate~~all ~~overhead~~of ~~resulting from~~our ~~cost~~practices ~~cutting measures implemented~~ starting in ~~2024,~~2023 ~~offset~~and bycontinuing ~~lower~~into ~~revenue from our practices~~2025.

~~Comparison~~ Cost of ~~nine~~product revenue was $9,034 in the three months ended ~~September~~March 3031, 2026, a decrease of $8,782, or 49%, compared to $17,816 in the same period of 2025, ~~and~~corresponding to ~~2024~~the decline in product sales for the period compared to the same period in the prior year.

~~The~~Selling, general and administrative ~~following~~costs ~~table~~increased ~~summarizes~~by ~~the~~$217,866, ~~changes~~or 35%, to $847,281 in ~~our~~the ~~results~~three ofmonths ~~operations~~ended ~~for~~March 31, 2026 compared to $629,415 in the ~~nine~~three months ended March ~~September 30~~31, 2025, primarily due to higher stock based compensation charges by $290,396, offset by lower salaries, office and ~~2024:~~overhead costs in our corporate function resulting from focused cost cutting efforts.

	Nine Months Ended September 30, 2025						Change
	2025			2024			$			%
Patient service revenue, net	$	1,705,635		$	2,249,579		$	(543,944	)		-24	%
Subscription revenue		18,133			48,161			(30,028	)		-62	%
Product revenue		31,345			91,694			(60,349	)		-66	%
Total revenue		1,755,113			2,389,434			(634,321	)		-27	%
Operating Expenses and Costs
Practice salaries and benefits		868,499			1,546,806			(678,307	)		-44	%
Other practice operating expenses		768,439			1,221,272			(452,833	)		-37	%
Cost of product revenue		43,212			86,976			(43,764	)		-50	%
Selling, general and administrative expenses		1,581,906			2,492,740			(910,834	)		-37	%
Depreciation and amortization		75,417			254,514			(179,097	)		-70	%
Impairment loss		—			716,000			(716,000	)		-100	%
Loss from operations		(1,582,360	)		(3,928,874	)		2,346,514			-60	%
Other Income (Expenses)
Gain (loss) on extinguishment of debt		260,122			(167,647	)		427,769			-255	%
Gain (loss) on change in fair value of debt		(352,627	)		93,244			(445,871	)		-478	%
Loss on change in fair value of derivative financial instruments		(2,762	)		—			(2,762	)		*
Amortization of original issue discounts on notes payable		(729,163	)		(801,762	)		72,599			-9	%
Interest expense and other		(196,987	)		(96,234	)		(100,753	)		105	%
Total other income (expenses)		(1,021,417	)		(972,399	)		(49,018	)		5	%
Net loss	$	(2,603,777	)	$	(4,901,273	)	$	2,297,496			-47	%

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 ~~Denotes~~operations ~~line~~increased by ~~item~~$83,424, onor ~~statement~~14%, ofto ~~operations~~$700,813 ~~for~~in ~~which~~the ~~there~~three ~~was~~months noended ~~corresponding~~March ~~activity~~31, 2026 compared to $617,389 in the ~~same~~three ~~period~~months ended March 31, 2025, primarily as a result of ~~prior~~lower ~~year~~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.

~~Revenue~~Other Income (Expenses)

~~Patient service~~Gain ~~revenue~~on ~~decreased~~extinguishment byof debt ~~$543,944,~~in orthe ~~24%~~three ~~year-over-year,~~months ~~from~~ended $2March 31,~~249,579~~ in2026 ~~the~~was ~~nine~~a ~~months~~gain ~~ended~~of ~~September 30~~$1, ~~2024~~328,069, compared to $142,~~705,635~~ 726 in the ~~nine~~three months ended ~~September~~March 3031, 2025,. Gain ~~primarily~~on asextinguishment ~~a result~~ of ~~(i)~~debt ain ~~100%~~the ~~decrease~~three atmonths ~~our~~ended ~~NWC~~March ~~practice of $320~~31,~~188~~ ~~due~~2026 toresulted from the ~~discontinuation~~ ofrefinancing ~~this~~on ~~practice~~February ~~in October 2024~~2, 2026 (iithe “Dent Refinancing”) aof ~~16%~~all ~~year-over-year~~past ~~decrease~~outstanding atnotes ~~our~~with ~~NCFM~~aggregate ~~practice~~principal oftotaling $~~260~~4,~~207 due to changes in clinical staffing and cost reductions~~338,192, ~~(iii)~~accrued ainterest 3%totaling ~~decrease at our BTG practice of~~ $8737,~~246~~180, ~~and (iv) a decline in revenue from our AEU~~undocumented ~~practice~~advances oftotaling $20339,~~552,~~840 ~~offset~~and byaccrued ~~(v)~~compensation ~~2025~~liabilities ~~revenue~~totaling of $65300,~~248~~600 ~~from~~payable ~~our~~to ~~CCN~~Dr. ~~practice~~Michael ~~which~~Dent ~~began~~(the in“Prior ~~2025.~~Dent ~~The~~Debt”) into ~~overall~~a ~~reduction~~new inconsolidated ~~patient service~~Secured ~~revenue~~Convertible ~~was~~Promissory ~~offset~~Note in ~~part~~the byprincipal aamount ~~corresponding~~of ~~designed~~$5,715,812 ~~reduction~~payable into ~~practice~~a ~~operating~~trust ~~costs~~controlled asby ~~described~~Dr. Michael ~~below~~Dent in (the ~~fluctuation of~~ “~~Practice~~February ~~salaries~~2026 ~~and~~Dent ~~benefits~~Note”). ~~and~~Gain ~~“Other~~on ~~practice~~extinguishment ~~operating~~of ~~costs,”~~debt ~~which~~in ~~declined~~the bythree amonths ~~combined~~ended ~~$1,131,140, or~~March ~~41%~~31, 2025 resulted from the ~~nine~~extension ~~months~~of ~~ended~~12 ~~September~~notes ~~30,~~payable ~~2024~~ to ~~the~~Dr. ~~nine~~Dent ~~months~~during ~~ended~~the ~~September 30, 2025~~quarter.

42Loss 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.

~~Subscription~~Gain on change in fair value ~~revenue~~of derivative financial instruments was $32.169 in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~increased~~a bydecrease of $3012.869,~~028,~~ or 6229% ~~year-over-year~~, compared to a gain of $1845,~~133~~038 in the ~~nine~~three months ended ~~September~~ 30March 31, 2025,. ~~from~~These ~~$48,161~~gains inresult from the ~~nine~~change ~~months~~in ~~ended~~fair ~~September~~value ~~30,~~of ~~2024,~~derivative ~~due~~financial ~~primarily~~instruments related to anbeneficial ~~increase~~conversion features embedded in ~~new~~third ~~standalone~~party ~~HealthLynked~~notes issued during the period. Such derivative financial instruments ~~Network~~are ~~paid~~revalued ~~subscriptions~~at ineach ~~2025~~period end.

~~Product~~Amortization of original issue ~~revenue~~and ~~was~~debt ~~$31,345~~discounts on notes payable and convertible notes in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $87,984, a decrease of $317,129, or 78%, compared to $91405,~~694~~113 in the ~~nine~~three months ended ~~September~~March 3031, ~~2024,~~2025. aAmortization ~~decrease~~ of ~~$60,349,~~discounts orarose ~~66%.~~from ~~Product~~original ~~revenue~~issue ~~was~~discounts ~~earned~~on notes bypayable, ~~the~~warrants ~~Medical~~attached ~~Distribution~~to ~~Division~~notes payable, ~~comprised~~and ofbeneficial ~~the~~conversion ~~operations~~features ofin ~~MOD,~~convertible ~~which~~notes ~~decreased due~~payable. toThe ~~decreased~~decrease ~~marketing~~was ~~efforts~~due to larger equity-based and ~~demand~~original issue discounts offered for ~~our~~notes ~~products~~payable atbeing ~~our~~amortized ~~offered~~in ~~price~~2025, ~~points~~and therefore larger corresponding amortizable discount balances, in 2025 compared to 2026.

~~Operating~~Interest expense and other ~~Expenses~~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 ~~Costs~~therefore through the change in fair value of debt rather than through interest expense, for instruments carried at fair value.

Practice salaries and benefits decreased by $678,307, or 44%, to $868,499 in the nine months ended September 30, 2025, compared to $1,546,806 in the nine months ended September 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and continuing into 2025.36

~~Other practice~~Total ~~operating~~other ~~costs~~net ~~decreased~~expenses increased by $~~452~~486,~~833~~941, or 37112%, to net expense of $~~768~~920,~~438~~491 in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~from~~compared to net expense of $1433,~~221,272~~550 in the ~~nine~~ three months ended ~~September~~March 3031, ~~2024,~~2025. ~~primarily~~The aschange was primarily a result of ~~focused~~an ~~cost~~increased ~~reduction~~loss ~~efforts~~on atchange ~~all~~in fair value of ~~our~~debt ~~practices~~from ~~starting~~the increase in ~~mid-2023 and~~fair ~~accelerating~~value inof the ~~second~~February ~~half~~2026 Dent Note during the three months ended March 31, 2026, offset by higher gains on extinguishment of debt ~~2024~~related to the Dent Refinancing, lower debt-related discount amortization and ~~continuing~~lower ~~into~~interest ~~2025~~charges.

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

~~Selling, general~~Net ~~and~~loss ~~administrative~~increased ~~costs decreased~~ by $~~910~~570,~~834~~365, or 3754%, to $1,~~581~~621,~~906~~304 in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to net loss of $21,~~492~~050,~~740~~939 in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~ 2025, primarily ~~due~~as toa ~~lower~~result ~~salaried~~of ~~overhead~~(i) increased loss on change in fair value of debt from the ~~corporate~~increase ~~office~~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~~ compensation expense, ~~resulting~~offset ~~from~~by ~~fewer~~(iv) ~~employee~~higher ~~and~~gains ~~consultant~~on ~~grants~~extinguishment inof ~~2025~~debt related to the Dent Refinancing, ~~and~~(v) ~~lower~~reduced ~~consulting~~practice ~~and~~operating ~~other~~costs ~~office~~resulting from substantial downsizing and ~~overhead costs~~cost incutting ~~our~~measures, ~~corporate~~and ~~function~~(vi) ~~resulting~~and ~~from~~lower ~~focused~~debt-related ~~cost~~discount ~~cutting~~amortization ~~efforts~~and interest charges.

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

~~During the~~We ~~nine~~do ~~months~~not ~~ended~~experience ~~September~~any ~~30, 2024, we recorded an impairment charge in the amount of $716,000 to adjust carrying value of the~~material ~~NCFM~~seasonality ~~Medical~~related ~~Database~~ to ~~its~~any ~~estimated fair value~~ of ~~$-0-.~~our ~~There were no impairment charges during the nine months ended September 30, 2025~~operations.

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

~~Other Income~~Liquidity ~~(Expenses)~~Condition

~~Gain (loss)~~During onthe ~~extinguishment~~2014, ofthe ~~debt~~Financial Accounting inStandards ~~the~~Board ~~nine~~(“FASB”) ~~months~~issued ~~ended~~ASU ~~September~~No. 302014-15, ~~2025~~Presentation ~~was~~of aFinancial ~~gain~~Statements - Going Concern (Subtopic 205-40): Disclosure of ~~$260,122,~~Uncertainties ~~compared~~about toan aEntity’s ~~loss~~Ability ofto ~~$167,647~~Continue ~~in the~~as ~~nine~~a ~~months~~Going ~~ended~~Concern. ~~September~~This ~~30,~~update ~~2024~~provided U.S. ~~Gain~~GAAP guidance on ~~extinguishment~~management’s ofresponsibility ~~debt~~ in ~~the~~evaluating ~~nine~~whether ~~months~~there ~~ended~~is ~~September~~substantial ~~30,~~doubt ~~2025~~about ~~resulted~~a ~~from~~company’s ~~the extension~~ability ofto ~~multiple~~continue ~~notes~~as ~~payable~~a going toconcern ~~Dr.~~and ~~Dent~~about ~~during~~related ~~the~~footnote ~~period~~disclosures. ~~Loss~~Under onthis ~~extinguishment~~standard, ofwe ~~debt~~are inrequired ~~2024~~to ~~resulted~~evaluate ~~from~~whether ~~two~~there ~~maturing~~is substantial doubt ~~notes~~about ~~payable~~our ability to Drcontinue as a going concern each reporting period, including interim periods. ~~Dent~~In ~~refinanced~~evaluating ~~with~~our ~~new~~ability ~~convertible~~to ~~notes~~continue as ~~payable~~a ingoing ~~the~~concern, ~~same~~management ~~amount~~considered the conditions and ~~the~~events ~~extension~~that ofcould ~~the~~raise ~~maturity~~substantial ~~date~~doubt ofabout our ability to continue as ~~three~~a ~~additional~~going ~~notes~~concern ~~payable~~within to12 ~~Dr.~~months ~~Dent~~after our financial statements were issued (May 15, 2027).

~~Gain (loss)~~Management onconsidered ~~the~~our current ~~change~~financial incondition ~~fair~~and ~~value~~liquidity ofsources, ~~debt~~including ~~was~~current afunds ~~loss of $352~~available,~~627~~ inforecasted ~~the~~future ~~nine~~cash ~~months~~flows ~~ended~~and ~~September~~our ~~30,~~obligations due ~~2025~~before ~~related~~May to15, ~~notes~~2027 ~~payable to~~and ~~Dr.~~concluded ~~Michael Dent~~ that, ~~were~~without ~~recorded~~additional atfunding, ~~fair~~we ~~value~~will ~~following~~not ~~extension~~have ofsufficient ~~the~~funds ~~maturity~~to ~~dates~~meet ofour ~~the~~obligations ~~notes.~~within one ~~These~~year ~~notes~~from ~~are~~the ~~revalued at~~date ~~their~~the ~~fair~~consolidated ~~value~~financial atstatements ~~the~~were ~~end~~issued. ofWithout ~~each~~raising ~~period~~additional capital, ~~with~~there ~~the~~is ~~changes~~substantial ~~recorded~~doubt about asour ~~gains~~ability orto ~~losses~~continue ~~from~~as ~~the~~a ~~change~~going inconcern ~~fair~~through ~~value~~May of15, ~~debt~~2027. The ~~gain~~ onaccompanying ~~change~~consolidated infinancial ~~fair~~statements ~~value~~have ofbeen ~~debt~~prepared assuming ~~was~~that ~~$93,244~~we inwill ~~the~~continue ~~nine~~as ~~months~~a ~~ended~~going ~~September~~concern. ~~30,~~This ~~2024~~basis ~~and~~of ~~related~~presentation tocontemplates ~~three~~the ~~notes~~recovery ~~payable~~of toour ~~Dr. Michael~~assets ~~Dent~~and ~~that~~the ~~were~~satisfaction of ~~recorded~~liabilities atin ~~fair value following extension of~~ the ~~maturity~~normal ~~dates~~course of ~~the notes~~business.

~~Loss on~~We ~~change~~are insubject ~~fair~~to ~~value~~a number of ~~derivative~~risks, ~~financial~~including ~~instruments~~uncertainty ~~was~~related ~~$2,762~~to inproduct ~~the~~development ~~nine~~and ~~months~~generation ~~ended~~of ~~September~~revenues ~~30,~~and ~~2025,~~positive ~~resulting~~cash flow from ~~the change~~our inDigital ~~fair~~Healthcare Division ~~value~~and ofa ~~derivative~~dependence ~~financial~~on ~~instruments~~outside ~~related~~sources toof ~~beneficial~~capital. ~~conversion~~The ~~features~~attainment ~~embedded~~of inprofitable ~~third~~operations ~~party~~is ~~notes~~dependent ~~issued during~~on ~~the~~future ~~period.~~events, ~~Such~~including obtaining ~~derivative~~adequate ~~financial~~financing ~~instruments~~to ~~are~~fulfill ~~revalued~~our atgrowth ~~each~~and ~~period~~operating ~~end.~~activities ~~There~~and ~~were~~generating noa ~~such~~level ~~gains~~of orrevenues ~~losses~~adequate into ~~the~~support ~~nine~~our ~~months~~cost ~~ended September 30, 2024~~structure.

43As 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.

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

~~Interest expense~~Through ~~and~~March ~~other increased by $100~~31,~~753,~~ ~~or 105%~~2026, towe have ~~$196,987~~funded ~~for~~our ~~the~~operations ~~nine~~principally ~~months~~through ~~ended~~a ~~September~~combination ~~30,~~of ~~2025,~~sales ~~compared~~of toour ~~$96,234~~common ~~in the nine months ended September 30~~stock, ~~2024,~~convertible ~~due~~and ~~to an increase in interest~~non-~~bearing~~convertible promissory notes, ~~payable~~government toissued ~~related~~debt, ~~parties during second half of 2024~~ and ~~first~~related ~~half~~party ~~of 2025~~debt, ~~primarily~~as indescribed ~~the form of new notes and convertible notes payable to Dr~~below. ~~Dent.~~

~~Total other~~During ~~net~~the ~~expenses~~three ~~increased~~months byended March ~~$49~~31,~~018,~~ ~~or 5%~~2026, towe ~~net~~issued ~~expense~~new ofconvertible ~~$1,021,417~~notes inpayable ~~the~~to ~~nine~~related ~~months~~parties ~~ended~~for ~~September~~aggregate ~~30, 2025 compared to~~ net ~~expense~~cash proceeds of $~~972~~95,~~399~~000 inand ~~the~~refinanced ~~nine~~existing notes ~~months~~payable ~~ended~~to ~~September~~our 30CEO, ~~2024~~Dr. ~~The~~Michael ~~change~~Dent, ~~was~~with ~~primarily~~an aaggregate ~~result~~principal value of ~~higher~~$4,338,192. ~~losses~~We onalso ~~change~~issued ~~in fair~~notes ~~value~~payable ofto ~~debt~~third ~~and~~parties for ~~higher~~net ~~and~~cash ~~interest~~proceeds ~~charges~~of in$350,000. ~~2025~~We ~~corresponding~~made torepayments ~~higher~~on ~~debt~~related ~~balances,~~party ~~offset~~and bythird-party ~~gains~~notes ~~related to extinguishment~~ of ~~debt~~$236,187 ~~recognized~~ in ~~2025~~three ~~and~~months ~~lower~~ended ~~debt-related~~March ~~discount amortization~~31, 2026.

~~Net loss~~37

~~Net~~On February 2, 2026, we refinanced ~~loss~~all ~~decreased~~past byoutstanding notes with aggregate principal totaling $24,~~297~~338,~~496~~192, oraccrued ~~47%,~~interest tototaling $2737,~~603~~180,~~777~~ inundocumented ~~the~~advances ~~nine~~totaling $339,840 ~~months~~and ~~ended~~accrued ~~September~~compensation ~~30,~~liabilities ~~2025~~totaling $300,600 ~~compared~~into tothe ~~net~~February ~~loss~~2026 Dent Note in the principal amount of $45,~~901~~715,~~273 in~~812. ~~the~~The ~~nine~~February ~~months~~2026 ~~ended~~Dent ~~September~~Note ~~30,~~accrues ~~2024,~~interest ~~primarily~~at as a ~~result~~rate of ~~reduced~~12% ~~corporate~~per ~~overhead~~year and ~~practice~~matures ~~operating~~on ~~costs~~February ~~resulting from~~2, ~~substantial~~2029, ~~downsizing~~at which time all outstanding principal and ~~cost~~interest ~~cutting~~is ~~measures~~due. ~~implemented~~The ~~starting~~February in2026 ~~2024,~~Dent asNote ~~well~~is asconvertible aninto ~~impairment~~shares ~~charge~~of ~~recognized~~common instock ~~2024,~~at any time at the holder’s ~~offset~~discretion at a conversion price of $4.25 per share, subject to adjustment in the event of a future offering by ~~lower~~us ~~revenue~~at ~~from~~a ~~our~~price ~~practices~~lower than the conversion price.

~~Seasonal~~On February 9, 2026, we filed ~~Nature~~a Form S-1 registration statement with the SEC for the sale of ~~Operations~~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.

WeWithout raising additional docapital, ~~not~~whether ~~experience~~via ~~any~~the ~~material~~sale ~~seasonality~~of equity or debt instruments, from proceeds from the Common Stock Offering, from receipt of remaining contingent consideration related to ~~any~~the sale of AHP, from the sale of our ~~continuing~~current ~~operations~~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.

~~Liquidity~~ Plan of operation and ~~Capital~~future ~~Resources~~funding requirements

~~Liquidity~~Our plan of operations is ~~Condition~~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.”

~~During the~~Our ~~2014,~~business ~~the~~model ~~Financial~~employs both ~~Accounting~~consumer ~~Standards~~(B2C) ~~Board~~and enterprise (~~“FASB”~~B2B) ~~issued~~revenue ~~ASU~~streams, ~~No.~~driven ~~2014-15~~by patient subscriptions, ~~Presentation~~telemedicine ofservices, ~~Financial~~appointment ~~Statements~~booking -fees ~~Going~~for ~~Concern (Subtopic 205~~in-~~40):~~network ~~Disclosure~~providers, ofand ~~Uncertainties~~strategic ~~about~~partnerships anwith ~~Entity’s~~insurers, ~~Ability~~employers, toand ~~Continue~~research ~~as a Going Concern~~organizations. ~~This~~Beyond ~~update~~individual patients ~~provided~~and ~~U.S.~~providers, ~~GAAP guidance on management~~HealthLynked’s ~~responsibility~~business inmodel ~~evaluating~~can ~~whether~~extend ~~there~~to isstrategic ~~substantial~~partnerships ~~doubt~~with ~~about~~insurance acompanies, ~~company’s ability~~large toemployers, ~~continue~~pharmaceutical companies, ~~as a going concern~~ and ~~about~~medical ~~related~~research ~~footnote disclosures~~organizations. ~~Under~~If ~~this standard,~~ we ~~are~~fail ~~required~~ to ~~evaluate~~complete ~~whether there~~the isdevelopment ~~substantial~~of, ~~doubt~~or ~~about~~successfully ~~our ability to continue as a going concern each reporting period~~market, ~~including~~the ~~interim~~HealthLynked ~~periods. In evaluating~~Network, our ability to ~~continue~~realize asfuture aincreases ~~going~~in ~~concern,~~revenue ~~management considered the conditions~~ and ~~events~~operating ~~that~~profits could ~~raise~~be ~~substantial~~impacted, ~~doubt~~and ~~about~~ our ~~ability~~results toof ~~continue~~operations asand ~~a going concern within 12 months after our~~ financial position ~~statements~~would ~~were~~be ~~issued~~materially ~~(November~~adversely ~~19, 2026)~~affected.

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

~~We are~~Historical ~~subject~~Cash 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.Flows

~~As of~~Cash ~~September~~flows ~~30,~~during ~~2025,~~the weyears ~~had~~ended ~~cash~~three ~~balances of $10,911, a working capital deficit of $5,201,336 and an accumulated deficit of $50,768,392. For the nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~we had a net loss of $2,603,777~~ and ~~used~~2025 ~~cash~~were ~~from~~as ~~operating activities of $1,294,380. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.~~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	)

~~Significant~~Operating Activities – ~~Liquidity~~During ~~Transactions~~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.

~~Through~~Investing Activities ~~September~~– ~~30,~~We ~~2025,~~did wenot have ~~funded~~any ~~our~~cash ~~operations~~flows ~~principally~~from ~~through~~investing aactivities ~~combination~~during ofthe ~~sales~~three ofmonths ~~our~~ended ~~common~~March ~~stock~~31, ~~convertible~~2026 ~~and~~or ~~non-convertible promissory notes, government issued debt, and related party debt, as described below~~2025.

~~During~~Financing Activities – During the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025, we ~~issued~~received ~~new~~cash ~~convertible~~of ~~notes~~$208,813 ~~payable~~ and to$378,582, ~~our CEO~~respectively, Drfrom financing activities. Cash ~~Michael~~provided ~~Dent,~~by ~~for~~financing ~~aggregate~~activities ~~net cash~~in ~~proceeds~~2026 was comprised of $1350,~~266,~~000 from the issuance of notes payable to third parties and ~~refinanced~~$95,000 from orthe ~~extended~~issuance ~~existing~~of notes ~~with~~payable anto ~~aggregate~~related ~~principal~~parties, ofoffset by $3236,~~926,000.~~187 Werepayments ~~also~~made ~~issued~~against notes payable balances to third parties and ~~for~~related ~~net~~party advances. During the three months ended March 31, 2025, cash ~~proceeds~~provided by financing activities was $378,582, comprised of $~~430~~10,000., Wefrom ~~made~~the ~~repayments~~sale onof ~~related~~common ~~party~~stock, ~~and~~$305,000 ~~third-party~~from ~~notes~~the issuance of notes payable to third parties and $~~476~~175,~~950~~000 infrom the issuance ~~nine~~of ~~months~~notes ~~ended~~payable ~~September~~to 30related parties, ~~2025~~offset by $111,418 repayments made against notes payable balances to third parties.

On May 1, 2025, we filed a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) for the sale of up to $10,000,000 of our common stock, par value $0.0001 per share. Any proceeds from the offering are subject to effectiveness of the Offering Statement and demand from the market to purchase our common stock.38

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

~~Plan~~No warrants or options were ofexercised ~~operation~~during ~~and~~the ~~future~~three ~~funding~~months ~~requirements~~ended March 31, 2026 or 2025.

~~Our plan~~Other ofOutstanding ~~operations~~Obligations isat toMarch ~~profitably operate our Health Services business and continue to invest in our Digital Healthcare business~~31, ~~including~~ ~~our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”~~2026

~~We are~~As ~~marketing~~of ~~the~~March ~~HealthLynked Network by targeting large health systems~~31, ~~hospitals and universities. In addition~~2026, ~~we are marketing via~~672,824 ~~direct-to-patient~~shares ~~marketing,~~of ~~affiliated marketing campaigns, co-marketing with~~ our ~~Medical~~common ~~Distribution~~stock businesses subsidiary MOD, and expanded southeast regional sales efforts. Our initial sales strategy is utilizing Internet-based marketing to increase penetration to targeted geographical areas. These campaigns are ~~focused~~issuable onpursuant ~~both physician practices and patient members. We also are leveraging MOD’s discounted medical supplies as an offering~~ to ~~our patient and physician members in~~ the ~~HealthLynked~~exercise ~~Network. We also intend to utilize physician telesales through the use~~ of ~~telesales~~warrants ~~representatives~~with ~~whom~~exercise weprices ~~will~~ranging ~~hire~~from ~~as access to capital allows~~$1.65 ~~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$90.00.

~~We plan~~As toof ~~raise~~March ~~additional~~31, ~~capital~~2026, to131,174 shares ~~fund~~of our ~~ongoing~~common ~~plan~~stock are issuable pursuant to the exercise of ~~operation~~options with exercise prices ranging from $2.20 to $16.10.

~~Historical~~As of March 31, 2026, 95,031 ~~Cash~~shares ~~Flows~~of our common stock were earned but unissued pursuant to consulting and private placement agreements.

~~Cash~~As of March 31, 2026, 1,345,032 ~~flows~~shares ~~during~~of our common stock are issuable upon the ~~nine~~conversion ~~months~~of ~~ended~~outstanding ~~September~~convertible 30notes payable at the option of the beneficial holders of those instruments, ~~2025~~Dr. ~~and~~Michael ~~2024~~Dent ~~were~~and asJason ~~follows:~~Bishara.

	Nine Months Ended September 30, 2025
	2025			2024
Net cash (used in) provided by:
Operating activities	$	(1,294,380	)	$	(2,750,520	)
Investing activities		—			(2,598	)
Financing activities		1,229,050			2,520,854
Net increase (decrease) in cash	$	(65,330	)	$	(232,264	)

Off Balance Sheet Arrangements

~~Operating Activities~~We –did ~~During~~not ~~the~~have, ~~nine~~during ~~months~~the periods ~~ended September 30~~presented, ~~2025,~~and we ~~used~~do ~~cash~~not ~~from~~currently ~~operating activities of $1~~have,~~294,380,~~ asany ~~compared with~~off-balance ~~$2,750,520~~sheet ~~in the nine months ended September 30~~arrangements, ~~2024.~~as ~~The~~defined ~~decrease~~under inapplicable ~~cash~~Securities ~~usage~~and ~~results primarily from substantial downsizing~~Exchange ~~and~~Commission ~~cost reduction efforts at our Health Services practices and our corporate office~~rules.

~~Investing Activities~~Item –3. ~~During~~Quantitative ~~the nine months ended September 30, 2024, we used $2,598 in investing activities related to acquisition of computers~~ and ~~office~~Qualitative ~~equipment.~~Disclosures Weabout ~~did~~Market ~~not use any cash in investing activities during the nine months ended September 30, 2025.~~Risk

45The 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).

~~Financing Activities~~Item – During the nine months ended September 30, 2025, cash provided by financing activities was $1,229,050, comprised of $10,000 from the sale of common stock, $430,000 from the issuance of notes payable to third parties and $1,266,000 from the issuance of notes payable to related parties, offset by $476,950 repayments made against notes payable balances to third parties and related party advances4. ~~During~~Controls the nine months ended September 30, 2024, cash provided by financing activities was $2,520,854, comprised of $405,000 from the sale of common stock, $2,675,000 from the issuance of notes payable to related parties, and ~~$335,000 from the issuance of notes payable to third parties, offset by $67,601 repayments made against notes payable balances to related and third parties.~~Procedures

~~Exercise~~ Evaluation of ~~Warrants~~Disclosure Controls and ~~Options~~Procedures

NoWe maintain disclosure controls ~~warrants~~and orprocedures ~~options~~(as ~~were~~defined ~~exercised~~in ~~during~~Rules 13a-15(e) and 15d-15(e)) promulgated under the ~~nine~~Securities ~~months~~Exchange ~~ended~~Act ~~September~~of 301934, ~~2025~~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 ~~2024~~persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Other~~Our management evaluated, ~~Outstanding~~with ~~Obligations~~the atparticipation ~~September~~of 30our Chief Executive Officer and Chief Financial Officer, ~~2025~~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.

~~As of~~Changes ~~September~~in ~~30,~~Internal ~~2025, 824,850 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging~~Control ~~from~~over ~~$1.95~~Financial ~~to $105.00.~~Reporting

~~As of~~There ~~September~~was ~~30,~~no ~~2025,~~change ~~135,820~~in ~~shares~~the Company’s ofinternal ~~our~~control ~~common~~over ~~stock~~financial ~~are~~reporting ~~issuable~~(as ~~pursuant~~defined toin ~~the~~Rules ~~exercise~~13a-15(f) and 15d-15(f) of ~~options~~the ~~with~~Exchange ~~exercise~~Act) ~~prices~~during ~~ranging~~the ~~from~~fiscal ~~$2.20~~quarter ended March 31, 2026 that has materially affected, or is reasonably likely to ~~$25~~materially affect, the Company’s internal control over financial reporting.~~20.~~

~~As of September 30, 2025, 28,162 shares of our common stock are earned but unissued pursuant to consulting agreements.~~39

~~As of~~PART ~~September 30, 2025, 1,226,182 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the beneficial holder of those instruments, Dr~~II. ~~Michael~~OTHER ~~Dent.~~INFORMATION

~~Off Balance~~Item ~~Sheet~~1. ~~Arrangements~~Legal Proceedings

WeFrom time to time, we may ~~did~~become ~~not~~involved ~~have~~in various lawsuits and legal proceedings, ~~during~~which arise, in the ~~periods~~ordinary ~~presented~~course of business. However, litigation is subject to inherent uncertainties, and wean doadverse ~~not~~result ~~currently~~in ~~have,~~these ~~any~~or ~~off-balance~~other ~~sheet~~matters ~~arrangements,~~may asarise ~~defined~~from ~~under~~time ~~applicable Securities~~to ~~and~~time ~~Exchange~~that ~~Commission~~may ~~rules~~harm our business.

~~Item~~We are not aware of any such 3.legal ~~Quantitative~~proceedings ~~and~~that ~~Qualitative~~we ~~Disclosures~~believe ~~about~~will ~~Market~~have, ~~Risk~~individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

~~The Company is not required to provide the information required by this~~ Item as1A. itRisk ~~is a “smaller reporting company,” as defined in Rule 229.10(f)(1).~~Factors

~~Item~~The Company is not required 4.to ~~Controls~~provide ~~and~~the ~~Procedures~~information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

~~Evaluation~~ Item 2. Unregistered Sales of ~~Disclosure~~Equity ~~Controls~~Securities and ~~Procedures~~Use of Proceeds

~~We maintain~~Except ~~disclosure~~as ~~controls~~previously ~~and~~disclosed in ~~procedures~~a ~~(as~~Current ~~defined~~Report inon ~~Rules~~Form ~~13a~~8-~~15(e)~~K ~~and~~or ~~15d-15(e))~~in ~~promulgated~~a ~~under~~Form ~~the~~10-Q ~~Securities~~or ~~Exchange Act of 1934~~10-K, or as ~~amended~~set ~~(the~~forth ~~“Exchange~~below, ~~Act”)~~the ~~that~~Company ~~are~~has ~~designed~~not tosold ~~ensure~~securities that ~~information~~were ~~required~~not toregistered under bethe ~~disclosed~~Securities ~~in Exchange~~ Act ~~reports~~of ~~is recorded~~1933, ~~processed,~~as ~~summarized~~amended ~~and reported within~~ (the ~~time periods specified in the~~ “Securities ~~and Exchange Commission’s rules and forms~~Act”), ~~and~~during ~~that~~the ~~such~~period ~~information~~covered isby ~~accumulated~~this 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.report:

~~Our management~~On ~~evaluated~~January 14, ~~with~~2026, ~~the~~we ~~participation~~issued to Jason Bishara, one of our ~~Chief~~Directors, ~~Executive~~a ~~Officer~~convertible ~~and~~note ~~Chief~~with ~~Financial~~principal ~~Officer~~of $25,000, ~~the~~an ~~effectiveness~~interest rate of ~~our~~12% ~~disclosure controls~~per annum, and ~~procedures~~a asmaturity date of ~~September~~January 3014, ~~2025~~2027. ~~based~~The onnote ~~the~~is ~~framework~~convertible ininto ~~“Internal~~shares ~~Control~~of –our ~~Integrated~~common ~~Framework” issued~~stock byat ~~the~~a ~~Committee~~fixed ofconversion ~~Sponsoring~~price ~~Organizations~~ of ~~the~~$3.00 ~~Treadway~~per ~~Commission (COSO) in 2013~~share. ~~Based~~We onreceived net ~~that~~proceeds ~~evaluation~~of $25,000. ~~and~~In inconnection ~~light of~~with the ~~material~~note, ~~weaknesses~~we ~~found~~also inissued ~~our~~Mr. ~~internal~~Bishara ~~controls~~a ~~over~~five-year ~~financial~~warrant ~~reporting,~~to ~~our~~purchase ~~management~~8,333 ~~concluded~~shares ~~that~~of our ~~disclosure controls~~common ~~and~~stock ~~procedures~~at ~~were~~an ~~not~~exercise ~~effective~~price as of ~~September~~$3.00 ~~30,~~per ~~2025~~share.

~~Changes~~On January 14, 2026, we issued into ~~Internal~~an ~~Control~~investor ~~over~~a ~~Financial~~convertible ~~Reporting~~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.

~~There was~~On noJanuary ~~change~~21, in2026, ~~the~~we ~~Company’s~~issued a ~~internal~~promissory ~~control~~note ~~over~~to ~~financial~~an ~~reporting~~investor ~~(as~~with ~~defined~~a instated ~~Rules~~principal ~~13a-15(f)~~amount of $151,800 and ~~15d-15(f)~~prepaid interest of ~~the~~$18,216 ~~Exchange~~for total repayments of $170,016. ~~Act)~~We ~~during~~received ~~the~~net ~~fiscal~~proceeds ~~quarter~~of ~~ended~~$25,000 ~~September~~after 30original issue discount of $19,800 ~~2025~~and ~~that~~fees ~~has~~of ~~materially~~$7,000. ~~affected~~The note does not bear interest in excess of the original issue discount and prepaid interest and matures on November 15, or2026. isWe ~~reasonably~~are ~~likely~~required to ~~materially~~make ~~affect~~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 ~~Company’s~~a ~~internal~~conversion ~~control~~right ~~over~~at ~~financial~~a ~~reporting~~35% discount to the market price of our common stock only in the event of default.

46On 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.

~~PART~~On January 27, 2026, we issued IIa 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 ~~OTHER~~received ~~INFORMATION~~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.

~~Item~~On February 2, 2026, the Company 1refinanced 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. ~~Legal~~Michael ~~Proceedings~~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.

~~From time~~On toFebruary ~~time~~27, ~~we may become involved in various lawsuits and legal proceedings~~2026, ~~which~~we ~~arise, in the ordinary course of business. However,~~issued ~~litigation is subject to inherent uncertainties~~60,000 ~~and~~shares ~~an adverse result in these or other matters may arise from time~~ to ~~time~~a ~~that~~consultant ~~may harm~~for ~~our~~services ~~business~~performed.

WeThe sales of the above securities ~~are~~were ~~not~~exempt ~~aware~~from ofregistration ~~any~~under ~~such~~the ~~legal~~Securities ~~proceedings~~Act ~~that~~in wereliance ~~believe~~upon ~~will~~Section ~~have~~4(a)(2) of the Securities Act, ~~individually~~as ortransactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the ~~aggregate,~~securities for investment only and not with a ~~material~~view ~~adverse~~to ~~effect~~or ~~on our~~for ~~business~~sale in connection with any distribution thereof, ~~financial~~and ~~condition~~appropriate orlegends were ~~operating~~placed ~~results~~upon the stock certificates issued in these transactions.

~~Item 1A. Risk Factors~~40

~~The Company~~Item is3. ~~not~~Defaults ~~required~~Upon toSenior ~~provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).~~Securities

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Except as~~Item ~~previously~~4. ~~disclosed~~Mine inSafety 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:Disclosures

~~On July~~Not ~~1, 2025, we issued to a trust controlled by Dr~~applicable. Michael Dent a convertible note payable with a principal of $70,000, an interest rate of 12% per annum, and a maturity date of January 1, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $1.79 per share. We received net proceeds of $70,000.

~~On July~~Item ~~11, 2025, we issued to a trust controlled by Dr~~5. ~~Michael~~Other Dent a convertible note payable with a principal of $50,000, an interest rate of 12% per annum, and a maturity date of January 11, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $3.00 per share. We received net proceeds of $50,000.Information

~~On July~~During ~~16,~~the ~~2025,~~quarter weended ~~issued~~March 31, to2026, none of aour ~~trust~~directors ~~controlled~~or byofficers ~~Dr.~~(as ~~Michael~~defined ~~Dent~~in aRule 16a-1(f) ~~convertible~~of ~~note~~the ~~payable~~Securities ~~with~~Exchange aAct ~~principal~~ of ~~$40~~1934,~~000,~~ anor ~~interest~~the ~~rate~~Exchange ofAct) ~~12%~~adopted, ~~per~~modified ~~annum,~~or ~~and~~terminated a ~~maturity~~Rule 10b5-1 ~~date~~trading ofarrangement ~~January~~or ~~16,~~a ~~2026.~~non-Rule 10b5-1 ~~The~~trading ~~note~~arrangement ~~is convertible at any time at the holder’s option into~~(as ~~shares~~such ofterms ~~our~~are ~~common~~defined ~~stock~~under atItem a408 ~~fixed conversion price~~ of ~~$3.00~~Regulation ~~per share~~S-K). ~~We received net proceeds of $40,000.~~

~~On July~~Item ~~23, 2025, we issued to a trust controlled by Dr~~6. Michael Dent a convertible note payable with a principal of $30,000, an interest rate of 12% per annum, and a maturity date of January 23, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $2.80 per share. We received net proceeds of $30,000.Exhibits

On September 3, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $15,000, an interest rate of 12% per annum, and a maturity date of March 3, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $2.00 per share. We received net proceeds of $15,000.

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)

~~On September~~* ~~10,~~Filed ~~2025, we issued to a trust controlled by Dr~~herewith. Michael Dent a convertible note payable with a principal of $54,000, an interest rate of 12% per annum, and a maturity date of March 10, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $1.78 per share. We received net proceeds of $54,000.

On September 17, 2025, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $45,000, an interest rate of 12% per annum, and a maturity date of March 17, 2026. The note is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $1.20 per share. We received net proceeds of $45,000.41

On September 30, 2025, we issued to a trust controlled by Dr. Michael Dent a ten-year warrant to purchase 23,811 shares of our common stock at an exercise price of $1.95 per share in exchange for an agreement to extend certain notes payable to the trust for a period of six months.SIGNATURES

~~The sales~~Pursuant ofto the ~~above~~requirements of ~~securities were exempt from registration under~~ the Securities Exchange Act ~~in reliance upon Section 4(a)(2)~~ of ~~the Securities Act~~1934, ~~as transactions by an issuer not involving any public offering. The recipients of~~ the ~~securities~~registrant inhas ~~each~~duly ofcaused ~~these~~this ~~transactions~~report ~~represented their intentions~~ to ~~acquire~~be ~~the~~signed ~~securities~~on ~~for~~its ~~investment~~behalf ~~only~~by ~~and~~the ~~not~~undersigned ~~with a view to or for sale in connection with any distribution~~thereunto ~~thereof,~~duly ~~and appropriate legends were placed upon the stock certificates issued in these transactions~~authorized.

47Dated: May 15, 2026

~~Item 3~~HEALTHLYNKED CORP. ~~Defaults~~By: ~~Upon~~/s/ ~~Senior~~Michael ~~Securities~~Dent Name: Michael Dent Title: Chief Executive Officer and Chairman (Principal Executive Officer)

~~None.~~By: /s/ Jeremy Daniel Name: Jeremy Daniel Title: Chief Financial Officer and Principal Financial Officer

~~Item 4. Mine Safety Disclosures~~42

Not applicable.

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Item 5. Other Information

During the quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, or the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K).

Item 6. Exhibits

Exhibit No.		Exhibit Description
3.1*		Amended and Restated Articles of Incorporation, as amended
3.2		By-Laws (Filed as Exhibit 3.3 to the Company’s Draft Registration Statement on Form S-1 filed with the Commission on January 9, 2017)
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.

SIGNATURES

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

Dated: November 19, 2025

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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