What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-12 · 678 added, 383 removed, 628 unchanged (63% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

5 unchanged sentences

Construction in progress

Fixed assets, net of accumulated depreciation of $ 594,051 and $ 19,590

Fixed assets, net of accumulated depreciation of $ 0.8 million and $ 19,600

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

4 unchanged sentences

Lease liability - operating leases, current

Notes payable, net of discounts of $ 1,620,263 and $ 411,568

Notes payable, net of discounts of $ 1.6 million and $ 0.4 million

SBA Loan Payable

11 unchanged sentences

and 400,000 shares designated Series X:

Preferred stock, Series A, $ 0.01 par value, 0 and 4,800 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Preferred stock, Series C, $ 0.01 par value, 940,644 and 940,644 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Preferred stock, Series D, $ 0.01 par value, 3,100,000 and 3,100,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at June 30, 2022 and December 31, 2021

Preferred stock, Series A, $ 0.01 par value, 0 and 4,800 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series C, $ 0.01 par value, 1,038,708 and 940,644 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series D, $ 0.01 par value, 3,100,000 and 3,100,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at September 30, 2022 and December 31, 2021

Common stock subscribed

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 225,209,745 and 213,333,170 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 226,491,519 and 213,333,170 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

6 unchanged sentences

For the Three

September 30,

Revenue-services

28 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021

Preferred Stock Series A

2 unchanged sentences

Preferred Stock Series X

Paid-in capital

Balance, March 31, 2022

Balance, June 30, 2022

Vesting of common stock issued to employees

1 unchanged sentence

Shares issued for services

Waiver fee shares

Commitment fee shares

Warrants issued with notes payable - Insiders

Shares issued for Series X dividends

Series C Preferred Stock adjusted for prior conversions

Preferred stock dividends

Loss for the period ended June 30, 2022

Balance, June 30, 2022

Loss for the period ended September 30, 2022

Balance, September 30, 2022

Balance, December 31, 2021

8 unchanged sentences

Gain on settlement of accrued payroll

Series C Preferred Stock adjusted for prior conversions

Issuance of shares previously subscribed for conversion of accounts payable

2 unchanged sentences

Preferred stock dividends

Loss for the six months ended June 30, 2022

Balance, June 30, 2022

Loss for the nine months ended September 30, 2022

Balance, September 30, 2022

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021

Preferred Stock Series A

2 unchanged sentences

Preferred Stock Series X

Paid-in capital

Balance, March 31, 2021

Balance, June 30, 2021

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Shares issued to directors for exercise of options

Net shares cancelled in connection with settlement agreement

Shares issued for professional fees

Stock options exercised for cash

Exercise of options by cashless conversion

Cash paid for common stock subscribed

Common stock subscribed for accounts payable and accrued liabilities

Shares of common stock issued for conversion of Preferred Stock Series C

Preferred stock dividends

Loss for the period ended June 30, 2021

Balance, June 30, 2021

Loss for the period ended September 30, 2021

Balance, September 30, 2021

Balance, December 31, 2020

1 unchanged sentence

Vesting of stock options issued to employees

Stock options exercised for cash

Exercise of options by cashless conversion

Shares issued for exercise of stock options

Common stock issued for services

4 unchanged sentences

Conversion of Preferred Stock Series A to common stock

Shares issued for exercise of stock options

Net shares issued in connection with settlement agreement

Cash paid for common stock subscribed

Common stock subscribed for accounts payable and accrued liabilities

Shares of common stock issued for conversion of Preferred Stock Series C

2 unchanged sentences

Preferred stock dividends

Loss for the period ended June 30, 2021

Balance, June 30, 2021

Loss for the period ended September 30, 2021

Balance, September 30, 2021

See accompanying notes to these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Gain on waiver fee shares

Commitment shares

Loss on commitment shares

7 unchanged sentences

Prepaid expenses

Due from related party

Accounts payable and accrued liabilities

9 unchanged sentences

Proceeds from sales of Series C Preferred Stock, net of fees

Proceeds from sale of common stock

Proceeds from notes payable - related parties, net of discounts

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

8 unchanged sentences

Conversion of Series C Preferred stock to common stock

Adjustment of Series C Preferred stock to common stock

Conversion of accounts payable to common stock

Conversion of accrued payroll to common stock

Conversion of accounts payable to common stock subscribed

Capital expenditures included in accounts payable

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022 AND 2021

September 30, 2022 AND 2021

Note 1 – Description of Business

14 unchanged sentences

The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $ 1.05 per share, plus accrued and unpaid dividends) by the $ 0.25 conversion price (the “Conversion Price”).

On November 11, 2021, the Company filed a registration statement on form S-1 in connection with a planned up-list to a national exchange;

on June 30, 2022 the Company its third amendment to the S-1;

and on August 3, 2022, the Company files its fourth amendment to the S-1.

On November 11, 2021, the Company filed a registration statement on form S-1 in connection with a planned up-list to a national exchange, and on August 3, 2022 the Company filed its fourth amendment to the S-1.

As of the date of this filing, the Company has closed on $ 3,100,000 of its Series D Preferred stock.

1 unchanged sentence

The Company will not proceed with this offering in the event its Common Stock is not approved for listing on the Nasdaq Capital Market though it will continue to seek financing for its expansion and operating needs in the debt or equity markets.

Between December 30, 2021 through the date of this filing, the Company has entered into a total $ 5.0 million of promissory notes with certain related parties and other note holders.

All notes carry a 10 % interest rate per annum, accruing in monthly installments.

Between December 30, 2021 through the date of this filing, the Company has entered into a total $ 6.6 million face amount of promissory notes for cash proceeds of $ 5.6 million with certain related parties and other note holders.

These notes have been used to fund 2022 operations to date.

1 unchanged sentence

Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $ 0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022.

The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount is $ 500,000 , the Additional Costs is $ 294,912.56 and the conversion price is $ 0.25 .

The Agreement settled certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as amounts that became due between the date of the Agreement and April 1, 2022.

The Agreement also settled incurred interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount was $ 500,000 , the Additional Costs was $ 294,913 and the conversion price was $ 0.25 .

As a result, 3,179,650 Restricted Shares were authorized to be issued.

As of June 30, 2022, the Company had cash and cash equivalents of $ 36,000 , current liabilities of $ 10.5 million, and has incurred a loss from operations.

As of September 30, 2022, the Company had cash and cash equivalents of $ 6,000 , current liabilities of $ 14.4 million, and has incurred a loss from operations.

The Company intends to a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities.

8 unchanged sentences

On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $ 460,400 , and the Company received the full amount of the loan proceeds on May 4, 2020.

The June 30, 2022 balance, including accrued interest, was approximately $ 470,400 .

The September 30, 2022 balance, including accrued interest, was approximately $ 471,500 .

COVID -19 Impact

9 unchanged sentences

The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period.

The condensed consolidated balance sheet at June 30, 2022 has been derived from unaudited financial statements;

The condensed consolidated balance sheet at September 30, 2022 has been derived from unaudited financial statements;

however, it does not include all of the information and notes required by U.S.

11 unchanged sentences

Cash - The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

The Company had cash and cash equivalents of approximately $ 36,000 as of June 30, 2022, and $ 1.2 million as of December 31, 2021.

The Company had cash and cash equivalents of approximately $ 6,000 as of September 30, 2022, and $ 1.2 million as of December 31, 2021.

Property, Plant, and Equipment - Property and equipment is recorded at the lower of cost or estimated net recoverable amount and is depreciated using the straight-line method over its estimated useful life.

66 unchanged sentences

In addition, this ASU improves and amends the related EPS guidance.

This standard is effective for us on January 1, 2022, including interim periods within those fiscal years.

This standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Adoption is either a modified retrospective method or a fully retrospective method of transition.

5 unchanged sentences

Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the three and six months ended June 30, 2022, and 2021, respectively:

The following table sets forth the computation of loss per share for the three and nine months ended September 30, 2022, and 2021, respectively:

For the Three Months Ended

For the Six Months Ended

September 30,

Net loss applicable to common shareholders

3 unchanged sentences

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented.

As of June 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

For the Six Months Ended

As of September 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

September 30,

Common stock options

1 unchanged sentence

Convertible Preferred Stock Series C

Convertible Preferred Stock Series D

Accrued interest on Preferred Stock

1 unchanged sentence

Note 5 – Related Party Transactions

For the six months ended June 30, 2022:

For the nine months ended September 30, 2022:

Mitesco, Inc.

(the “Company”) issued a 10% Promissory Note due June 30, 2022, dated December 30, 2021, to the Michael C.

Howe Living Trust (the “Lender”).

(the “Company”) issued a 10% Promissory Note due, as extended, November 30, 2022, dated December 30, 2021, to the Michael C.

Howe Living Trust (“Howe Note 1”) (the “Lender”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The principal amount of the Note is $ 1,000,000 , carries a 10 % interest rate per annum, payable in monthly installments, and had a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022) or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Note payable to the Company for the Note was $ 850,000 and was funded on December 30, 2021.

The principal amount of the Howe Note 1 is $ 1,000,000 , carries a 10 % interest rate per annum, payable in monthly installments, and had a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Howe Note 1 payable to the Company for the Howe Note 1 was $ 850,000 and was funded on December 30, 2021.

An original issue discount in the amount of $ 150,000 was recorded.

In addition, the Lender was issued (i) 2,100,000 5 -year warrants at a price of $ 0.50 with a fair value of $ 261,568 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (ii) 96,471 shares of Common Stock as commitment shares.

The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note.

At June 30, 2022, the principal balance of this note was $ 1,000,000 ;

$ 116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 33,493 .

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”).

The Howe Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the note.

At September 30, 2022, the principal balance of this note was $ 1,000,000 ;

$ 150,000 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due, as extended, November 30, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”).

Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors.

The principal amount of the Note is $ 175,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The principal amount of the Diamond Note 1 is $ 175,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30,2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the note payable to the Company for the note was $ 148,750 and was funded on February 14, 2022.

1 unchanged sentence

Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note.

In addition to the Note and Lender will be issued 367,500 5 -year warrants that may be exercised at $ .50 per share and 367,500 5 -year warrants that may be exercised at $ .75 per share.

The note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Diamond Note 1, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Diamond Note 1.

In addition to the Diamond Note 1 Lender will be issued 367,500 5 -year warrants that may be exercised at $.

50 per share and 367,500 5 -year warrants that may be exercised at $.

75 per share.

These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares.

The warrants have an aggregate commitment date fair value of $ 2,914 .

At June 30, 2022, the principal balance of this note was $ 175,000 ;

$ 20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 5,373 .

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended.

At September 30, 2022, the principal balance of this note was $ 175,000 ;

$ 26,250 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due, as amended, June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”).

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 .

The principal amount of the Diamond Note 2 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as amended, that is the earlier of (i) November 30, 2022, (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 .

The purchase price of the Diamond Note 2 payable to the Company for the Diamond Note 2 was $ 200,000 and was funded on March 18, 2022.

5 unchanged sentences

All amounts due for The Diamond Note 2, with the exception of $ 23,529 , was paid on April 8, 2022.

$ 23,529 remained outstanding as of June 30, 2022.

On March 22, 2022, the Company issued 168,221 shares of common stock with a contract price of $ 0.25 per share or $ 42,055 and a grant date market value of $ 0.127 per share or $ 21,364 were issued to Larry Diamond, its Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 1.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, its Chief Executive Officer, as commitment shares as set forth and defined in Diamond Note 2.

$ 23,529 remained outstanding as of September 30, 2022.

On March 22, 2022, the Company issued 168,221 shares of common stock with a contract price of $ 0.25 per share or $ 42,055 and a grant date market value of $ 0.127 per share or $ 21,364 were issued to Larry Diamond, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 1.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 2.

The Company also issued five-year warrants to purchase 92,942 shares of common stock at a price of $ 0.50 to Mr.

Diamond pursuant to a promissory note.

On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”).

On April 27, 2022, the Company issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”).

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note 3 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022) (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 .

The principal amount of the Diamond Note 3 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note was $ 200,000 and was funded on April 27, 2022.

2 unchanged sentences

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the note.

At June 30, 2022, the principal balance of this note was $ 235,294 ;

$ 13,858 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 21,436 .

At September 30, 2022, the principal balance of this note was $ 235,294 ;

$ 35,294 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 4 is $ 47,059.00 , carries a 10 % interest rate per annum, payable in monthly installments, and had an initial maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000 .

On August 3, 2022, the maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market .

The principal amount of the Diamond Note 4 is $ 47,059.00 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market .

The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4 was $ 40,000 and was funded on May 18, 2022.

6 unchanged sentences

Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares.

At June 30, 2022, the principal balance of this note was $ 47,059 ;

$ 1,862 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 5,197 .

At September 30, 2022, the principal balance of this note was $ 47,059 ;

discounts in the amount of $ 14,778 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 6,478 remained outstanding at September 30, 2022.

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan.

The principal amount of the Finnegan Note 1 is $ 47,059 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000 .

Jessica Finnegan is VP of Human Resources of the Company.

The principal amount of the Finnegan Note 1 is $ 47,059 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is November 20, 2022.

The purchase price of the Finnegan Note 1 was $ 40,000 resulting in an original issue discount of $ 7,059 and was funded on May 18, 2022.

7 unchanged sentences

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 17,005 .

At June 30, 2022, the principal balance of this note was $ 47,059 ;

$ 3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $ 13,162 .

Discounts in the amount of $ 12,478 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,518 remained outstanding at September 30, 2022.

The Company issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in respect of which we received proceeds of $ 175,000 .

6 unchanged sentences

The May 26 Warrants have an initial exercise price of $ 0.50 per share.

The May 26 Warrants are not exercisable for six months following their issuance.

The May 26 Warrants are not exercisable for nine months following their issuance.

The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement.

At June 30, 2022, the principal balance of these notes were $ 205,883 ;

$ 6,631 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discounts at June 30, 2022 were $ 24,252 .

At September 30, 2022, the principal balance of these notes were $ 205,883 .

Discounts in the amount of $ 51,724 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,672 remained outstanding at September 30, 2022.

The Company issued a 10% Promissory Note due as described below (the “Howe Note 2”), dated June 9, 2022, to Michael C.

2 unchanged sentences

The Howe Note 2 carries a 10 % interest rate per annum, payable in monthly installments.

The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The Howe Note 2 has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 300,000 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Company issued (1) 123,000 five-year warrants with a fair value of $ 21,500 and (2) 123,000 shares of Common Stock with a market value of $ 44,000 as commitment shares.

The Warrants have an initial exercise price of $ 0.50 per share and are not exercisable for six months following their issuance.

At June 30, 2022, the principal balance of this note was $ 300,000 ;

$ 5,798 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 were $ 39,202 .

On June 13, 2022, the Company issued 200,000 ten-year options with an exercise price of $ 0.25 and a fair value of $ 23,316 to Tom Brodmerkel, its Chairman, to the position of Chief Financial Officer.

The warrants have an initial exercise price of $ 0.50 per share and are not exercisable for nine months following their issuance.

At September 30, 2022, the principal balance of this note was $ 300,000 .

Discounts in the amount of $ 71,012 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 37,393 remained outstanding at September 30, 2022.

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $ 0.25 and a fair value of $ 23,316 to Tom Brodmerkel, its Chairman, for taking on the position of Chief Financial Officer.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Howe Note 3”) and in respect of which the Company received proceeds of $ 255,000 .

The Howe Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Howe Note 3 has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 300,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Howe Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 3 contains a “most favored nations” clause that provides that, so long as the Howe Note 3 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 3.

In addition, Mr.

Howe will be issued (1) 123,000 five-year warrants and (2) 123,000 shares of Common Stock as commitment shares.

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Howe may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 97,440 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

On July 21, 2022, the Company issued a 10% Promissory Note due to Juan Carlos Iturregui (the “Iturregui Note”) and in respect of which the Company received proceeds of $ 25,000 .

Iturregui is a member of the Company’s Board of Directors.

The Iturregui Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Iturregui Note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in The Iturregui Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Iturregui Note contains a “most favored nations” clause that provides that, so long as The Iturregui Note is outstanding, if the Company issues any new security, which Mr.

Iturregui reasonably believes contains a term that is more favorable than those in The Iturregui Note, the Company shall notify Mr.

Iturregui of such term, and such term, at the option of Mr.

Iturregui, shall become a part of The Iturregui Note.

In addition, Mr.

Iturregui will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Iturregui may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 3,686 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 5,867 remained outstanding at September 30, 2022.

On August 4, 2022, the Company issued a 10% Promissory Note due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (the “Finnegan Note 3”) and in respect of which the Company received proceeds of $ 25,000 .

The Finnegan Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Finnegan Note 3 has a maturity of February 3, 2023 .

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Finnegan Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Finnegan Note 3 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 3 is outstanding, if the Company issues any new security, which the Finnegans reasonably believes contains a term that is more favorable than those in the Finnegan Note 3, the Company shall notify the Finnegans of such term, and such term, at the option of the Finnegans, shall become a part of the Finnegan Note 3.

In addition, the Finnegans will be issued in aggregate (1) 12,059 five-year warrants and (2) 12,059 shares of Common Stock as Commitment Shares .

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The Finnegans may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 2,898 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 6,405 remained outstanding at September 30, 2022.

On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C Howe Living Trust (the “Howe Note 4”) and in respect of which the Company received proceeds of $ 170,000 .

The Howe Note 4 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Howe Note 4 has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 200,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Howe Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the Howe Note 4 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 4, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 4.

In addition, Mr.

Howe will be issued 82,000 shares of Common Stock as commitment shares (the “Howe Note 4 Commitment Shares”).

The Howe Note 4 Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 25,128 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 35,647 remained outstanding at September 30, 2022.

Note 6 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at June 30, 2022 and 2021:

Accounts payable and accrued liabilities consisted of the following at September 30, 2022 and 2021:

September 30,

Trade accounts payable

1 unchanged sentence

Total accounts payable and accrued liabilities

In 2022, nine mechanic’s liens for a total of $ 2,191,861 were filed by several contractors against six of our clinics.

The full amount of all lien amounts are included above in Trade Accounts Payable.

Note 7 - Right to Use Assets and Lease Liabilities – Operating Leases

1 unchanged sentence

The Company’s lease expense was entirely comprised of operating leases.

Lease expense for the three months ended June 30, 2022 and 2021 amounted to approximately $ 199,800 and $ 38,500 , respectively.

Lease expense for the six months ended June 30, 2022 and 2021 amounted to approximately $ 389,300 and $ 59,200 , respectively.

The Company’s ROU asset amortization for the three months ended June 30, 2022 and 2021 was approximately $ 85,200 and $ 18,500 , respectively.

The Company’s ROU asset amortization for the six months ended June 30, 2022 and 2021 was approximately $ 165,700 and $ 24,700 , respectively.

Lease expense for the three months ended September 30, 2022 and 2021 amounted to $ 236,051 and $ 153,300 , respectively.

Lease expense for the nine months ended September 30, 2022 and 2021 amounted to approximately $ 586,145 and $ 212,500 , respectively.

The Company’s ROU asset amortization for the three months ended September 30, 2022 and 2021 was approximately $ 77,772 and $ 18,500 , respectively.

The Company’s ROU asset amortization for the nine months ended September 30, 2022 and 2021 was $ 370,064 and $ 71,300 , respectively.

The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12 % per annum.

As of June 30, 2022, the Company had total operating lease liabilities of approximately $ 4.4 million and right-of-use assets of approximately $ 3.9 million, which were included in the condensed consolidated balance sheet.

As of September 30, 2022, the Company had total operating lease liabilities of approximately $ 4.4 million and right-of-use assets of approximately $ 3.8 million, which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:

September 30,

Right to use assets, net

Right to use assets – operating leases are summarized below:

Lease liability – operating leases are summarized below:

September 30,

Lease liability

2 unchanged sentences

Maturity analysis under these lease agreements are as follows:

For the twelve months ended June 30, 2023

For the twelve months ended June 30, 2024

For the twelve months ended June 30, 2025

For the twelve months ended June 30, 2026

For the twelve months ended June 30, 2027

For the twelve months ended September 30, 2023

For the twelve months ended September 30, 2024

For the twelve months ended September 30, 2025

For the twelve months ended September 30, 2026

For the twelve months ended September 30, 2027

Present value discount

1 unchanged sentence

Note 8 – Debt

Mitesco, Inc.

(the “Company”) issued a 10% Promissory Note (the “Howe Note 1”) due June 30, 2022, dated December 30, 2021, to the Michael C.

Howe Living Trust (the “Lender”).

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

Howe Note 1 – We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Howe Note 1”), dated December 30, 2021, to the Michael C.

Howe Living Trust.

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The principal amount of the Note is $ 1,000,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022), or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Note payable to the Company for the Note was $ 850,000 and was funded on December 30, 2021.

An original issue discount in the amount of $ 150,000 was recorded.

The principal amount of the Howe Note 1 is $ 1,000,000 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five (5) business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Howe Note 1 payable to us for the Howe Note 1 was $ 850,000 and was funded on December 30, 2021.

The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest.

At June 30, 2022, the principal balance of this note was $ 1,000,000 ;

$ 116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 33,493 .

As further consideration for the Purchase Price payable hereunder, promptly following the Issue Date, the Borrower shall issue to the Lender two common stock purchase warrants, entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock.

one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share .

Given the current stock price is less than the exercise price of the warrants, the warrants have no value.

Diamond Note 1

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”).

Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors.

The principal amount of the Diamond Note 1 is $ 175,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Note payable to the Company for the Note was $ 148,750 and was funded on February 14, 2022.

Following an event of default, as defined in the Howe Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 1 contains a “most favored nations” clause that provides that, so long as the Howe Note 1 is outstanding, if we issue any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 1, we shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 1.

In addition, Mr.

Howe will be issued 410,000 of common stock as commitment shares.

As further consideration for the purchase price of the Howe Note 1, promptly following the issue of the Howe Note 1, we shall issue to Mr.

Howe two common stock purchase warrants, entitling Mr.

Howe to purchase (i) 2,100,000 shares of our common stock on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of our common stock on substantially the same terms as the Series B warrant issued in connection with our Series D Convertible Preferred Stock, one Series A Warrant, and one Series B Warrant.

The Series A and Series B Warrants issued to Mr.

Howe under the Howe Note 1 had a fair value of $ 261,568 at the date of issuance, which was recorded as a discount to the Howe Note 1.

Discounts in the amount of $ 511,568 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Debt for Equity Exchange with Gardner Builders Holdings, LLC

We entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (“Gardner”) on January 5, 2022 (the “Gardner Agreement”).

Pursuant to the Gardner Agreement, we have authorized the issuance of shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to Gardner in exchange for the Company Debt Obligations, as defined below.

The Gardner Agreement settles certain amounts owed by us to Gardner (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Gardner Agreement and April 1, 2022.

The Gardner Agreement also settles incurred interest and penalties on the amounts owed through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount is $ 500,000 , the Additional Costs amount is $ 294,912 and the conversion price is $ 0.25 .

As a result, 3,179,650 Restricted Shares were authorized to be issued.

Our Board of Directors approved the Gardner Agreement on January 5, 2022.

10% Promissory Notes to Lawrence Diamond

Diamond Note 1 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 1”), dated February 14, 2022, to Lawrence Diamond.

Diamond is our Chief Executive Officer and a member of our Board of Directors.

The principal amount of the Diamond Note 1 is $ 175,000 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 1 payable to us for the Diamond Note 1 was $ 148,750 and was funded on February 14, 2022.

The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest.

In addition to the Note and Lender will be issued 367,500 5 -year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share .

These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares.

The warrants have an aggregate commitment date fair value of $ 2,914 .

At June 30, 2022, the principal balance of this note was $ 175,000 ;

$ 20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $ 5,373 .

On March 22, 2022, the Company issued 168,221 shares of common stock with a contract price of $ 0.25 per share of $ 42,055 and a grant date market value of $ 0.127 per share or $ 21,364 were issued to Larry Diamond, its Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 1.

Diamond Note 2

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended.

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note 2 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000.

The purchase price of the Diamond Note payable to the Company for the Diamond Note was $ 200,000 and was funded on March 18, 2022.

Following an event of default, as defined in the Diamond Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 1 contains a “most favored nations” clause that provides that, so long as the Diamond Note 1 is outstanding, if we issue any new security, which Mr.

Diamond believes contains a term that is more favorable than those in the Diamond Note 1, we shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Diamond Note 1.

In addition to the Diamond Note 1 Mr.

Diamond will be issued (i) 367,500 5-year warrants that may be exercised at $0.50 per share and 367,500 5-year warrants that may be exercised at $0.75 per share;

and (ii) 71,750 shares of common stock as commitment shares.

These warrants have all of the same terms as those previously issued in conjunction with our Series C Preferred shares and its Series D Preferred shares.

Discounts in the amount of $ 44,664 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Diamond Note 2 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 2 is $ 235,294 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, (ii) five (5) business days after the date on which we successfully list its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 2 payable to us for the Diamond Note 2 was $ 200,000 and was funded on March 18, 2022.

The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 2, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note.

In addition, the Lender will be issued 200,000 5 -year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock.

The warrants have an aggregate commitment date fair value of $ 2,213 .

All amounts due for The Diamond Note, with the exception of $ 23,529 , was paid on April 8, 2022.

$ 23,529 remained outstanding as of June 30, 2022.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, it’s Chief Executive Officer, as commitment shares as set forth and defined in Diamond Note 2.

The Company also issued five-year warrants to purchase 92,942 shares of common stock at a price of $ 0.50 to Mr.

Diamond pursuant to a promissory note.

AJB Capital Note

On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $ 430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior to its maturity (the “True-Up Provision”), (ii) a promissory note in the aggregate principal amount of $ 750,000 , and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”).

The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 ;

the warrants had a commitment date fair value of $ 24,952 ;

and the commitment fee shares had a commitment date fair value of $ 324,962 , resulting in a total discount in the amount of $ 424,914 .

The Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $ 616,250 , due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees.

$ 194,656 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $ 230,258 .

At June 30, 2022, the principal balance of this note was $ 750,000 .

Anson East Master Fund LP and Anson Investments Master Fund LP

On April 6, 2022, the Company entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP and Anson Investments Master Fund LP with respect to the sale and issuance to AEMF and AIMF of:

(i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity , (ii) promissory notes in the aggregate principal amount of $ 750,000 (the “Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”) at an initial exercise price of $ 0.50 per share, subject to adjustment.

The Notes and Warrants were issued on April 6, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreements.

The notes were issued in a total principal amount of $750,000 for a total purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 ;

the warrants had an aggregate commitment date fair value of $ 168,130 ;

and the commitment shares had an aggregate commitment date fair value of $ 563,665 , resulting in a total discount in the amount of $ 638,665 .

$ 160,121 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $ 478,544 .

At June 30, 2022, the principal balance of this note was $ 750,000 .

GS Capital Partners

On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity , (ii) promissory note in the principal amount of $ 277,777 , and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $ 0.50 per share, subject to adjustment.

The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

The notes were issued in a total principal amount of $277,777 for a total purchase price of $ 250,000 , resulting in an original issue discount of $ 27,777 ;

the warrants had an aggregate commitment date fair value of $ 26,846 ;

and the commitment shares had an aggregate commitment date fair value of $ 135,312 .

The Company also recorded a discount in the amount of $ 22,500 for the costs of financing, resulting in a total discount in the amount of $ 212,435 .

$ 54,386 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $ 159,049 .

At June 30, 2022, the principal balance of this note was $ 277,777 .

Diamond Note 3

On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”).

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note 3 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000.

The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note 3 was $ 200,000 resulting in an original issue discount of $ 35,294 and was funded on April 27, 2022.

The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $ 23,529 .

The Company also issued 96,471 shares of stock with a value of $ 16,200 as a commitment fee and five-year warrants with a fair value of $ 8,800 to purchase 96,471 shares of common stock at a price of $ 0.50 per share;

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 83,823 .

The Diamond Note 2 contains a “most favored nations” clause that provides that, so long as the Diamond Note 2 is outstanding, if we issue any new security, which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 2, the Company shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Diamond Note 2.

In addition, Mr.

Diamond will be issued 200,000 5 -year warrants at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock, and 96,450 shares as commitment shares.

All but $ 23,529 of the Diamond Note 2 was paid off on April 8, 2022.

Discounts in the amount of $ 83,823 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,672 remained outstanding at September 30, 2022.

Diamond Note 3 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 3”), dated April 27, 2022, to Lawrence Diamond, which was subsequently amended.

The principal amount of the Diamond Note 3 is $ 235,294.00 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five (5) business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 3 payable to us for the Diamond Note 3 was $ 200,000 and was funded on April 27, 2022.

The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note.

At June 30, 2022, the principal balance of this note was $ 235,294 ;

$ 34,861 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $ 48,962 .

Kishon Investments, LLC

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Kishon Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $ 277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $ 0.50 per share, subject to adjustment.

The Note and Warrants were issued on May 10, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

The note was issued in a total principal amount of $277,777 for a total purchase price of $ 250,000 , resulting in an original issue discount of $ 27,777 ;

the warrants had an aggregate commitment date fair value of $ 15,780 ;

and the commitment shares had an aggregate commitment date fair value of $ 122,712 , resulting in a total discount in the amount of $ 166,269 .

$ 32,463 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $ 133,806 .

At June 30, 2022, the principal balance of this note was $ 277,777 .

Diamond Note 4

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 4 is $ 47,059 , carries a 10 % interest rate per annum, payable in monthly installments, and had a maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000 .

The purchase price of the Diamond Note 4payable to us for the Diamond Note 4was $ 40,000 , resulting in an original issue discount of $ 7,059 , and was funded on May 18, 2022.

The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $ 4,706 .

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Diamond Note 3 is outstanding, if we issue any new security, which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Diamond Note 3.

In addition, Mr.

Diamond will be issued (i) 96,471 5 -year warrants at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (ii) 96,471 shares of Common Stock as commitment shares.

Discounts in the amount of $ 83,823 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Diamond Note 4 - We issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 4 is $ 47,059 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) five business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) November 30, 2022 .

The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4 was $ 40,000 and was funded on May 18, 2022.

The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 4contains a “most favored nations” clause that provides that, so long as the Diamond Note 4is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr.

The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the Diamond Note 4 is outstanding, if we issue any new security, which the Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify the Mr.

Diamond of such term, and such term, at the option of Mr.

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In addition, Mr.

Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) with a fair value of $ 2,960 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock with a value of $ 3,160 as commitment shares;

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 17,885 .

At June 30, 2022, the principal balance of this note was $ 47,059 ;

$ 5,392 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 were $ 12,493 .

Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares.

Discounts in the amount of $ 17,885 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Finnegan Note 1

10 unchanged sentences

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 17,005 .

At June 30, 2022, the principal balance of this note was $ 47,059 ;

$ 3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $ 13,162 .

May 26, 2022 Notes

The May 26 Notes carry a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE .

The aggregate principal amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest, resulting in an aggregate premium and related discount in the amount of $ 20,588 .

The aggregate amount funded was $ 175,000 resulting in an original issue discount of $ 30,883 .

At September 30, 2022, the principal balance of this note was $ 47,059 .

Discounts in the amount of $ 12,487 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,518 remained outstanding at September 30, 2022.

May 26, 2022 Notes - We issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in respect of which we received proceeds of $ 175,000 .

Jenny Lindstrom is the Chief Legal Officer of the Company.

The May 26 Notes carry a 10 % interest rate per annum, accrued monthly, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully lists our shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 205,883 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes.

In addition, the May 26 Lenders were issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) with an aggregate fair value of $ 8,750 and (2) 84,412 shares of Common Stock as commitment shares with an aggregate value of $ 14,175 ;

these amounts were charged to discount on the note, resulting in an aggregate discount on these notes in the amount of $ 74,396 .

In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares.

The May 26 Warrants have an initial exercise price of $ 0.50 per share.

1 unchanged sentence

At June 30, 2022, the principal balance of these notes was $ 205,883 ;

$ 6,631 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $ 24,252 .

June 9, 2022 Notes

The Company issued two 10% Promissory Notes due as described below (individually, the “Howe Note” and the “Dragon Note”, and collectively, the “June 9 Notes”), dated June 9, 2022, to Michael C.

Securities Purchases Agreement with AJB Capital Investments, LLC

On March 18, 2022, we entered into a Securities Purchase Agreement (the “AJB Agreement”) with AJB Capital Investments, LLC (“AJB”) with respect to the sale and issuance to AJB of:

(i) an initial commitment fee in the amount of $ 430,000 in the form of 1,720,000 shares (the “AJB Commitment Fee Shares”) of the Common Stock, which AJB Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the AJB Note on or prior its maturity , (ii) a promissory note in the aggregate principal amount of $ 750,000 (the “AJB Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “AJB Warrants”).

The AJB Note and AJB Warrants were issued on March 17, 2022 and were held in escrow pending effectiveness of the AJB Agreement.

$ 368,945 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 55,969 .

Pursuant to the terms of the AJB Agreement, the initial AJB Commitment Fee Shares were issued at a value of $430,000, the AJB Note was issued in a principal amount of $750,000 for a purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 ;

and the AJB Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from AJB for the issuance of the AJB Commitment Fee Shares, AJB Note and AJB Warrants was $ 616,250 , due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees.

As previously disclosed on our Form 8-K filed on March 26, 2021 and October 22, 2021, we issued the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock to the investors named therein (the “Series C Investors” and “Series D Investors”).

We obtained consents and waivers from the Series C and Series D Investors to allow the Company to enter into the AJB Agreement.

We issued 8,220 shares of Common Stock to the Series C Investors and 25,420 shares of Common Stock to the Series D Investors in connection with obtaining their consents and waivers.

Securities Purchase Agreement with Anson Investment Master Fund and Anson East Master Fund

On April 6, 2022, we entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP (“AEMF”) (the “AEMF Purchase Agreement”) and Anson Investments Master Fund LP (“AIMF”, and collectively with AEMF, the “Anson Investors”) (the “AIMF Purchase Agreement, together with the AEMF Purchase Agreement, the “Anson Agreements”) with respect to the sale and issuance to AEMF and AIMF of:

(i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Anson Commitment Fee Shares”) of the Common Stock, which Anson Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if we repay the Anson Notes on or prior their maturity , (ii) promissory notes in the aggregate principal amount of $ 750,000 (the “Anson Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Anson Warrants”).

The Anson Notes and Anson Warrants were issued on April 6, 2022 and were held in escrow pending effectiveness of the Anson Agreements.

Pursuant to the terms of the Anson Agreements, the initial Anson Commitment Fee Shares were issued at an aggregate value of $ 430,000 , the Anson Notes were issued in an aggregate principal amount of $750,000 for an aggregate purchase price of $ 675,000 , resulting in an aggregate original issue discount of $ 75,000 ;

and the Anson Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from the Anson Investors for the issuance of the Anson Commitment Fee Shares, Anson Notes and Anson Warrants was $ 629,500 , due to a reduction in the $675,000 aggregate purchase price as a result of broker, legal, and transaction fees.

$ 597,588 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 41,077 .

Securities Purchase Agreement with GS Capital Partners

On April 18, 2022, we entered into a Securities Purchase Agreement (the “GS Agreement”) with GS Capital Partners, LLC (“GS Capital”) with respect to the sale and issuance to GS Capital of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “GS Commitment Fee Shares”) of the Common Stock, which GS Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the GS Note on or prior to its maturity , (ii) a promissory note in the aggregate principal amount of $ 277,777 (the “GS Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 277,777 shares of the Common Stock (the “GS Warrants”).

The GS Note and GS Warrants were issued on April 18, 2022.

Pursuant to the terms of the GS Agreement, the initial GS Commitment Fee Shares were issued at a value of $ 159,259 , the GS Note was issued in a principal amount of $277,777 for a purchase price of $ 250,000 , resulting in an original issue discount of $ 27,777 ;

and the GS Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by us from GS Capital for the issuance of the GS Commitment Fee Shares, GS Note, and GS Warrants was $ 227,500 , due to a reduction in the $250,000 purchase price as a result of broker, legal, and transaction fees.

$ 161,159 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 37,383 .

Securities Purchase Agreement with Kishon Investments

On May 10, 2022, we entered into a Securities Purchase Agreement (the “Kishon Agreement”) with Kishon Investments, LLC (“Kishon”) with respect to the sale and issuance to Kishon of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Kishon Commitment Fee Shares”) of our Common Stock, (ii) promissory note in the principal amount of $277,777 due on November 10, 2022 (the “Kishon Note”), and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Kishon Warrants”).

The Kishon Note and Kishon Warrants were issued on May 10, 2022 and were held in escrow pending effectiveness of the Kishon Agreement.

Pursuant to the terms of the Kishon Agreement, the initial Kishon Commitment Fee Shares were issued at a value of $ 159,259 , the Kishon Note was issued in the principal amount of $ 277,777 for a purchase price of $ 250,000 , resulting in the original issue discount of $ 27,777 ;

and the Kishon Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment.

$ 115,661 of the discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 56,396 .

10% Promissory Notes Issued on June 9, 2022

We issued two 10% Promissory Notes due as described below (individually, the “Howe Note 2” and the “Dragon Note”, and collectively, the “June 9 Notes”), dated June 9, 2022, to Michael C.

Howe Living Trust and Dragon Dynamic Funds Platform Ltd.

(the “June 9 Lenders”) in the aggregate principal amount of $ 888,235 .

(the “June 9 Lenders”) and in respect of which we received proceeds of $ 755,000 .

Howe is the Chief Executive Officer of the Good Clinic LLC, one of the Company’s subsidiaries.

The June 9 Notes carry a 10 % interest rate per annum, payable in monthly installments.

The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE.

The June 9 Notes carry a 10 % interest rate per annum, accrued monthly.

The Howe Note 2 has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The Dragon Note has a maturity date that is the earlier of (i) December 9, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE.

The aggregate amount payable at maturity will be $888,235 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the aggregate amount of $ 58,824 .

The aggregate amount funded was $ 755,000 resulting in an original issue discount of $ 133,235 .

In addition, the June 9 Lenders will be issued in the aggregate (1) 364,176 five-year warrants (the “June 9 Warrants”) with a fair value of $ 32,465 and (2) 364,176 shares of Common Stock with a value of $ 66,440 as commitment shares;

these amounts were charged to discount on the note.

The Company also paid issuance costs related to these notes in the aggregate amount of $ 77,500 which were charged to discount on the notes, resulting in an aggregate discount on these notes in the amount of $ 368,464 .

The aggregate amount payable at maturity will be $ 888,235 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the June 9 Lenders will be issued in the aggregate (1) 364,176 five -year warrants (the “June 9 Warrants”) and (2) 364,176 shares of Common Stock as commitment shares.

The June 9 Warrants have an initial exercise price of $ 0.50 per share.

The June 9 Warrants are not exercisable for six months following their issuance.

At June 30, 2022, the principal balance of these notes were $ 888,235 ;

$ 45,607 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $ 322,857 .

Discounts in the amount of $ 233,665 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 134,799 remained outstanding at September 30, 2022.

10% Promissory Notes Issued on July 7, 2022

On July 7, 2022, the Company issued two 10% Promissory Notes due as described below (individually, the “Schrier Note” and the “William Mackay Note”, and collectively, the “July 7 Notes”), to Charles Schrier and William Mackay Investments LLC, (together, the “July 7 Lenders”) and in respect of which the Company received proceeds of $ 270,000 .

The July 7 Notes carry a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Schrier Note has a maturity date that is the earlier of (i) January 8, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The William Mackay Note has a maturity date that is the earlier of (i) August 8, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $317,647 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the July 7 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The July 7 Notes contain a “most favored nations” clause that provides that, so long as the July 7 Notes are outstanding, if the Company issues any new security, which the July 7 Lenders reasonably believe contains a term that is more favorable than those in the July 7 Notes, the Company shall notify the July 7 Lenders of such term, and such term, at the option of the July 7 Lenders, shall become a part of the July 7 Notes.

In addition, the July 7 Lenders will be issued in the aggregate (1) 130,235 five-year warrants (the “Warrants”) and (2) 130,235 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The July 7 Lenders may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 99,818 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,164 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Howe Note 3”) and in respect of which the Company received proceeds of $ 255,000 .

The Howe Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The amount payable at maturity will be $ 300,000 plus 10% of that amount plus any accrued and unpaid interest.

The Howe Note 3 contains a “most favored nations” clause that provides that, so long as the Howe Note 3 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 3.

In addition, Mr.

Howe will be issued (1) 123,000 five-year warrants (the “Warrants”) and (2) 123,000 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Juan Carlos Iturregui

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos Iturregui (the “Iturregui Note”) and in respect of which the Company received proceeds of $ 25,000 .

Iturregui is a member of the Company’s Board of Directors.

The Iturregui Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

The Iturregui Note contains a “most favored nations” clause that provides that, so long as The Iturregui Note is outstanding, if the Company issues any new security, which Mr.

Iturregui reasonably believes contains a term that is more favorable than those in The Iturregui Note, the Company shall notify Mr.

Iturregui of such term, and such term, at the option of Mr.

Iturregui, shall become a part of The Iturregui Note.

In addition, Mr.

Iturregui will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Erik Scott Nommsen

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott Nommsen (the “Nommsen Note”) and in respect of which the Company received proceeds of $ 50,000 .

The Nommsen Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Nommsen Note has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Nommsen Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Nommsen Note contains a “most favored nations” clause that provides that, so long as the Nommsen Note is outstanding, if the Company issues any new security, which Mr.

Nommsen reasonably believes contains a term that is more favorable than those in the Nommsen Note, the Company shall notify Mr.

Nommsen of such term, and such term, at the option of Mr.

Nommsen, shall become a part of the Nommsen Note.

In addition, Mr.

Nommsen will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 12,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Nommsen may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 18,905 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $0 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to James H.

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H.

Caplan (the “Caplan Note”) and in respect of which the Company received proceeds of $ 50,000 .

The Caplan Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Caplan Note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Caplan Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Caplan Note contains a “most favored nations” clause that provides that, so long as the Caplan Note is outstanding, if the Company issues any new security, which Mr.

Caplan reasonably believes contains a term that is more favorable than those in the Caplan Note, the Company shall notify Mr.

Caplan of such term, and such term, at the option of Mr.

Caplan, shall become a part of the Caplan Note.

In addition, Mr.

Caplan will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Caplan may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 6,907 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 12,001 remained outstanding at September 30, 2022

10% Promissory Note and Warrants to Jack Enright

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright (the “Enright Note”) and in respect of which the Company received proceeds of $ 102,000 .

The Enright Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity of February 3, 2023.

The amount payable at maturity will be $ 120,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Enright Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Enright Note contains a “most favored nations” clause that provides that, so long as the Enright Note is outstanding, if the Company issues any new security, which Mr.

Enright reasonably believes contains a term that is more favorable than those in the Enright Note, the Company shall notify Mr.

Enright of such term, and such term, at the option of Mr.

Enright, shall become a part of the Enright Note.

In addition, Mr.

Enright will be issued 49,200 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 11,313 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 25,004 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to the Finnegan Family

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (the “Finnegan Note 3”) and in respect of which the Company received proceeds of $ 25,000 .

Jessica Finnegan is VP of Human Resources of the Company.

The Finnegan Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Finnegan Note 3 has a maturity of February 3, 2023.

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Finnegans will be issued in aggregate (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C Howe Living Trust (the “Howe Note 4”) and in respect of which the Company received proceeds of $ 170,000 .

The Howe Note 4 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The aggregate amount payable at maturity will be $200,000 plus 10% of that amount plus any accrued and unpaid interest.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the Howe Note 4 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 4, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 4.

In addition, Mr.

Howe will be issued 82,000 shares of Common Stock as commitment shares (the “Howe Note 4 Commitment Shares”).

The Howe Note 4 Commitment Shares are priced at $ 0.25 .

10% Promissory Notes Issued on September 2, 2022

On September 2, 2022, the Company issued four 10% Promissory Notes (the “September 2 Notes”) due to Sharon Goff, Lisa Lewis, Frank Lightmas and John Mitchell (the “September 2 Lenders”) and in respect of which the Company received proceeds of $ 162,350 .

The September 2 Notes carry a 10 % interest rate per annum, accrued monthly and payable at maturity.

The September 2 Notes have a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 191,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the September 2 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The September 2 Notes contain a “most favored nations” clause that provides that, so long as the September 2 Notes are outstanding, if the Company issues any new security, which the September 2 Lenders reasonably believe contains a term that is more favorable than those in the September 2 Notes, the Company shall notify the September 2 Lenders of such term, and such term, at the option of the September 2 Lenders, shall become a part of the September 2 Notes.

In addition, the September 2 Lenders will be issued in the aggregate 78,350 shares of Common Stock as commitment shares (the “September 2 Notes Commitment Shares”).

The September 2 Notes Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 17,668 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 38,486 remained outstanding at September 30, 2022.

10% Promissory Note to Cliff Hagan

On September 9, 2022, the Company issued a 10% Promissory Note (the “Hagan Note”) due to Cliff Hagan in respect of which the Company received proceeds of $ 85,000 .

The Hagan Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Hagan Note has a maturity date that is the earlier of (i) December 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 100,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Hagan Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Hagan Note contains a “most favored nations” clause that provides that, so long as the Hagan Note is outstanding, if the Company issues any new security, which Mr.

Hagan reasonably believes contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr.

Hagan of such term, and such term, at the option of Mr.

Hagan, shall become a part of the Hagan Note.

In addition, Mr.

Hagan will be issued in the aggregate 41,000 shares of Common Stock as commitment shares (the “Hagan Note Commitment Shares”).

The Hagan Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 6,783 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,932 remained outstanding at September 30, 2022.

10% Promissory Note to Darling Capital, LLC

On September 14, 2022, the Company issued a 10% Promissory Note (the “Darling Note”) due to Darling Capital, LLC in respect of which the Company received proceeds of $ 170,000 .

The Darling Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Darling Note has a maturity date that is the earlier of (i) December 15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 200,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Darling Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Darling Note contains a “most favored nations” clause that provides that, so long as the Darling Note is outstanding, if the Company issues any new security, which Darling Capital, LLC reasonably believes contains a term that is more favorable than those in the Darling Note, the Company shall notify Darling Capital, LLC of such term, and such term, at the option of Darling Capital, LLC, shall become a part of the Darling Note.

In addition, Darling Capital, LLC will be issued in the aggregate 82,000 shares of Common Stock as commitment shares (the “Darling Note Commitment Shares”).

The Darling Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 10,577 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 50,247 remained outstanding at September 30, 2022.

10% Promissory Note to Mack Leath

On September 15, 2022, the Company issued a 10% Promissory Note (the “Leath Note”) due to Mack Leath in respect of which the Company received proceeds of $ 42,500 .

The Leath Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Leath Note has a maturity date that is the earlier of (i) December 15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 50,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Leath Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Leath Note contains a “most favored nations” clause that provides that, so long as the Leath Note is outstanding, if the Company issues any new security, which Mr.

Leath reasonably believes contains a term that is more favorable than those in the Leath Note, the Company shall notify Mr.

Leath of such term, and such term, at the option of Mr.

Leath, shall become a part of the Leath Note.

In addition, Mr.

Leath will be issued in the aggregate 20,500 shares of Common Stock as commitment shares (the “Leath Note Commitment Shares”).

The Leath Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 2,533 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 12,835 remained outstanding at September 30, 2022.

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S.

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The June 30, 2022 balance, including accrued interest, was $ 470,375 .

The September 30, 2022 balance, including accrued interest, was $ 471,535 .

These amounts are reflected in the table below:

Notes Payable Table 1:

September 30,

Notes Payable

Notes payable - net of discounts

Current Portion, net of discounts

Long-term portion, net of discounts

Note 9 – Stockholders ’ Equity (Deficit)

The Company has authorized 500,000,000 shares of common stock, par value $ 0.01 ;

225,209,745 shares were issued and outstanding on June 30, 2022.

Common Stock Transactions During the Six Months Ended June 30, 2022

226,491,519 shares were issued and outstanding on September 30, 2022.

Common Stock Transactions During the Nine Months Ended September 30, 2022

On January 12, 2022, the Company entered into a settlement agreement with an ex-employee.

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On March 22, 2022 and March 31, 2022, the Company issued an aggregate 1,541,721 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations.

The Company valued these shares at their contractual price of $0.25 per share and recorded the amount of $ 385,431 as waiver fees during the six months ended June 30, 2022.

The Company valued these shares at their contractual price of $ 0.25 per share and recorded the amount of $ 385,431 as waiver fees during the nine months ended September 30, 2022.

The Company recorded an aggregate gain upon issuance of these shares in the amount of $ 198,273 based on the market price of the Company’s common stock on the date of issuance.

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valuation purposes, the common stock was valued at the market price on the date of the transaction of $ 0.127 per share.

The derivative liability was valued at $ 106,608 on the date of the transaction and was revalued at $ 75,158 on June 30, 2022.

The derivative liability was valued at $ 106,608 on the date of the transaction and was revalued at $ 75,158 on September 30, 2022.

The discount on the notes due to the Commitment Fee Shares and warrants was valued at $ 349,914 .

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On April 27, 2022, the Company issued 720,000 shares of stock to Cavalry Fund 1 LP as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, its Chief Executive Office, as commitment shares as set forth and defined in Diamond Note 3.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, it’s Chief Executive as commitment shares as set forth and defined in Diamond Note 3.

The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $ 16,200 , and recorded a loss in the amount of $ 765 on this transaction.

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The Company also issued five-year warrants to purchase 364,176 shares of common stock at a price of $ 0.50 to the May 26 Lenders pursuant to the June 9 notes.

Common Stock Transactions During the Six Months Ended June 30, 2021

On July 7, 2022, the Company issued 120,588 shares of common stock to William Mackay at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1489 per share as commitment shares as set forth and defined in the Mackay Note.

The Company recorded these shares at their relative fair value of the components of Mackay Note, or $ 12,500 , and recorded a gain in the amount of $ 5,456 on this transaction.

The Company also issued five-year warrants to purchase 120,588 shares of common stock at a price of $ 0.50 to Mr.

Mackay pursuant to the Mackay Note.

On July 7, 2022, the Company issued 9,647 shares of common stock to Charlies Schrier at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1489 per share as commitment shares as set forth and defined in the Schrier Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,000 , and recorded a gain in the amount of $ 436 on this transaction.

The Company also issued five-year warrants to purchase 9,647 shares of common stock at a price of $ 0.50 to Mr.

Schrier pursuant to the Schrier Note.

On July 21, 2022, the Company issued 12,059 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1445 per share as commitment shares as set forth and defined in the Iturregui Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,225 , and recorded a gain in the amount of $ 518 on this transaction.

The Company also issued five-year warrants to purchase 12,059 shares of common stock at a price of $ 0.50 to Mr.

Iturregui pursuant to the Iturregui Note.

On July 21, 2022, the Company issued 123,000 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1445 per share as commitment shares as set forth and defined in the Howe Note 3.

The Company recorded these shares at their relative fair value of the components of Howe Note 3, or $ 12,495 , and recorded a gain in the amount of $ 5,729 on this transaction.

The Company also issued five-year warrants to purchase 123,000 shares of common stock at a price of $ 0.50 to the Michael C.

Howe Living Trust pursuant to the Howe Note 3.

On July 26, 2022, the Company issued 24,117 shares of common stock to Eric S.

Nommsen at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1368 per share as commitment shares as set forth and defined in the Nommsen Note.

The Company recorded these shares at their relative fair value of the components of Nommsen Note, or $ 2,350 , and recorded a gain in the amount of $ 949 on this transaction.

The Company also issued five-year warrants to purchase 24,117 shares of common stock at a price of $ 0.50 to Mr.

Nommsen pursuant to the Nommsen Note.

On July 27, 2022, the Company issued 24,117 shares of common stock to James H.

Caplan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1387 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their relative fair value of the components of the Caplan Note, or $ 2,350 , and recorded a gain in the amount of $ 995 on this transaction.

The Company also issued five-year warrants to purchase 24,117 shares of common stock at a price of $ 0.50 to Mr.

Caplan pursuant to the Caplan Note.

On August 4, 2022, the Company issued a total of 12,059 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1284 per share as commitment shares as set forth and defined in the Finnegan Note 3.

The Company recorded these shares at their relative fair value of the components of the Finnegan Note 3, or $ 1,000 , and recorded a gain in the amount of $ 448 on this transaction.

The Company also issued five-year warrants to purchase a total of 12,059 shares of common stock at a price of $ 0.50 to the holders of the Finnegan Note 3.

On August 4, 2022, the Company issued 49,200 shares of common stock to Jack Enright at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1284 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their fair value of $ 6,317 .

On August 4, 2022, the Company issued 603,177 shares of common stock to a service provider as payment for investor relations services.

The transaction was effective August 1, 2022 and has a six month term.

The shares were valued at the closing price of the Company’s common stock on August 4, 2022, of $ 0.1284 per share or $ 77,448 .

On August 18, 2022, the Company issued 82,000 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1314 per share as commitment shares as set forth and defined in the Howe Note 4.

The Company recorded these shares at their fair value of $ 10,775 .

On September 2, 2022, the Company issued 29,110 shares of common stock to John Mitchell at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Mitchell Note.

The Company recorded these shares at their fair value of $ 3,124 .

On September 2, 2022, the Company issued 24,600 shares of common stock to Frank Lightmas at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Lightmas Note.

The Company recorded these shares at their fair value of $ 2,640 .

On September 2, 2022, the Company issued 12,300 shares of common stock to Lisa Lewis at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Lewis Note.

The Company recorded these shares at their fair value of $ 1,320 .

On September 2, 2022, the Company issued 12,300 shares of common stock to Sharon Goff at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Goff Note.

The Company recorded these shares at their fair value of $ 1,320 .

On September 9, 2022, the Company issued 41,000 shares of common stock to Cliff Hagan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.115 per share as commitment shares as set forth and defined in the Hagan Note.

The Company recorded these shares at their fair value of $ 4,715 .

On September 14, 2022, the Company issued 82,000 shares of common stock to Darling Capital at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.132 per share as commitment shares as set forth and defined in the Darling Capital Note.

The Company recorded these shares at their fair value of $ 10,824 .

On September 15, 2022, the Company issued 20,500 shares of common stock to Mack Leath at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1399 per share as commitment shares as set forth and defined in the Leath Note.

The Company recorded these shares at their fair value of $ 2,868 .

Common Stock Transactions During the Nine Months Ended September 30, 2021

On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $ 0.012 per share pursuant to the conversion of $ 45,000 of principal and $ 4,485 of accrued interest in Eagle Equities Note 4.

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The cancellation of these shares was recorded at the par value of $ 0.01 per share.

Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $ .20 per share.

Also, during the six months ended June 30, 2021, the Company charged the amount of $ 7,897 to operations in connection with the vesting of stock granted to its officers and board members;

Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $.

20 per share.

On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s common stock priced at $ 0.25 , vesting immediately, in lieu of $ 78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021.

Between August 11, 2021 and September 2, 2021 the Company issued 4,000,001 shares of the Company common stock in connection with the conversion of Series C preferred stock issued in the first quarter.

Also, during the nine months ended September 30, 2021, the Company charged the amount of $ 7,897 to operations in connection with the vesting of stock granted to its officers and board members;

the Company also charged the amount of $ 201,292 to operations in connection with the vesting of options granted to its officers and board members.

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Series A Preferred Stock

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2022

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2021

During the six months ended June 30, 2021, the Company accrued dividends in the amount of $ 1,000 on the Series A Preferred Stock.

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2022

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $ 1,000 on the Series A Preferred Stock.

On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends.

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Series C Preferred Stock

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 32,955 .

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2021

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 49,700 .

The Company also adjusted the number of shares of Series C Preferred Stock outstanding by an increase in the amount of 98,064 shares in connection with previous conversions of Series C Preferred Stock to common stock;

the amount of $ 981 was charged to additional paid-in capital pursuant to this adjustment.

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2021

On March 25, 2021, the Company sold 3,000,000 shares of its Series C Preferred Stock along with (i) five-year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $ 0.50 per share, and (ii) five -year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $ 0.75 per share for proceeds of $ 3,000,000 .

Between May 4 and May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $ 0.25 per share to 4,237,424 shares of common stock.

During the six months ended June 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 42,078 .

During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 49,700 .

The Series C Preferred Stock has the following terms:

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The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price.

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 96,847 .

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2021

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 146,073 .

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2021

Series X Preferred Stock

The Company has 24,227 shares of its 10 % Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of June 30, 2022 and December 31, 2021.

The Company has 24,227 shares of its 10 % Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of September 30, 2022 and December 31, 2021.

The Series X Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of $ 25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock;

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Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

Series X Preferred Stock Transactions During the Six Month Ended June 30, 2022

Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2022

On June 7, 2022, the Company issued 405,131 shares of common stock at an average price of $ 0.2149 per share as payment for dividends payable on the Series X Preferred Stock in the amount of $ 87,053 .

During the six months ended June 30, 2022, the Company accrued dividends in the amount of $ 30,282 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Six Months Ended June 30, 2021

During the six months ended June 30, 2021, the Company accrued dividends in the amount of $ 31,536 on the Series X Preferred Stock.

During the nine months ended September 30, 2022, the Company accrued dividends in the amount of $ 45,423 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $ 46,667 on the Series X Preferred Stock.

Stock Options

The following table summarizes the options outstanding at June 30, 2022 and the related prices for the options to purchase shares of the Company’s common stock:

The following table summarizes the options outstanding at September 30, 2022 and the related prices for the options to purchase shares of the Company’s common stock:

Transactions involving stock options are summarized as follows:

Weighted- Average

Exercise Price ($)

Exercise Price ($) (A)

Outstanding at December 31, 2021

Outstanding at June 30, 2022

Outstanding at September 30, 2022

Options vested and exercisable

During the three months ended June 30, 2022 and 2021, the Company charged the amount of approximately $ 135,295 and $ 195,000 , respectively, for the vesting of stock options.

During the six months ended June 30, 2022 and 2021, the Company charged the amount of approximately $ 302,310 and $ 201,000 , respectively, for the vesting of stock options.

At June 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2.2 million.

The Company valued stock options during the six months ended June 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $ 0.25 and a fair value of $ 23,316 to Tom Brodmerkel, its Chairman, to the position of Chief Financial Officer.

During the three months ended September 30, 2022 and 2021, the Company charged the amount of approximately $ 29,380 and $ 198,962 , respectively, for the vesting of stock options.

During the nine months ended September 30, 2022 and 2021, the Company charged the amount of approximately $ 331,690 and $ 400,050 , respectively, for the vesting of stock options.

At September 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2.1 million.

The Company valued stock options during the nine months ended September 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

September 30,

161.0 % to 183.5

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5.00 to 10.00

The following table summarizes the warrants outstanding on June 30, 2022, and the related prices for the warrants to purchase shares of the Company’s common stock (see note 8):

The following table summarizes the warrants outstanding on September 30, 2022, and the related prices for the warrants to purchase shares of the Company’s common stock (see Note 8):

Weighted- Average

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Outstanding on December 31, 2021

Outstanding on June 30, 2022

The Company valued warrants during the six months ended June 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

Outstanding on September 30, 2022

The Company valued warrants during the nine months ended September 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

September 30,

137.6 to 150.7

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0.82 % to 1.69

5.00 to 10.00

Note 10 – Commitments and Contingencies

There are no pending or anticipated legal actions at this time.

In 2022, nine mechanic’s liens for a total of $ 2.2 million were filed by several contractors against five of the Company’s clinics.

All liens were filed pursuant to Minnesota’s and Colorado’s Mechanic’s statutes and relate to past due obligations for construction and related work on certain of the Company’s clinics.

Pursuant to Minnesota’s and Colorado’s Mechanic’s statutes, the contractor-creditors may have the ability to commence a mechanic’s lien foreclosure action against the real properties in question to recover amounts due, costs, legal fees, and interest.

Additionally, the mechanic’s liens could result in defaults under the Company’s leases for the affected clinic locations.

If that occurs, the leases for the affected clinic locations allow for acceleration of amounts due under the lease, among other damages and remedies.

If that happens, the Company would have to cease operations at the affected clinic locations and may lose some or all of its customers.

Through the date of this filing, we have satisfied $ 137,800 of the $2.2 million mechanic’s liens.

In October, 2022, Pinnacle Performance System, Inc.

d/b/a Pivot At Work (“Plaintiff”) filed suit against Mitesco, Inc.

for breach of contract and securities fraud under MN Securities Act alleging damages in excess of $ 50,000 .

Plaintiff is a former vendor.

Note 11 – Subsequent Events

On July 7, 2022, the Company issued two 10% Promissory Notes due as described below (individually, the “Schrier Note” and the “William Mackay Note”, and collectively, the “Notes”), to Charles Schrier and William Mackay Investments LLC, (together, the “Lenders”) and in respect of which the Company received proceeds of $ 270,000 .

The Notes carry a 10 % interest rate per annum, accrued monthly and payable at maturity.

Cavalry Exchange Agreement

On October 5, 2022, we entered into an exchange agreement (the “Cavalry Exchange Agreement”) with Cavalry Fund I LP (“Cavalry”).

In connection with the Cavalry Exchange Agreement, on October 5, 2022, we issued a 10 % promissory note to Cavalry (the “Cavalry Note”), of which we received gross proceeds of $ 500,000 (the “Cavalry Principal Amount”)

Pursuant to the Cavalry Exchange Agreement, Cavalry shall exchange (the “Cavalry Exchange”) (a) 1,000,000 shares of the our Series C Convertible Preferred Stock (the “Series C Shares”), (b) 750,000 shares of our Series D Convertible Preferred Stock (the “Series D Shares”), and (c) amounts owing under the Cavalry Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Cavalry Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the “Cavalry Series E Exchange Value”) .

The Cavalry Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Cavalry shall surrender to the Company the Series C Shares and Series D Shares owned by it and as well as the Cavalry Note.

Upon such surrender, we shall issue to Cavalry a number of Series E Shares equal to the Cavalryy Series E Exchange Value.

Mercer Exchange Agreement

On October 7, 2022, we entered into an exchange agreement (the “Mercer Exchange Agreement”) with Mercer Street Global Opportunity Fund, LLC (“Mercer”).

In connection with the Mercer Exchange Agreement, on October 7, 2022, we issued a 10 % promissory note to Mercer (the “Mercer Note”), of which we received gross proceeds of $ 300,000 (the “Mercer Principal Amount”).

Pursuant to the Mercer Exchange Agreement, Mercer shall exchange (the “Mercer Exchange”) (a) 47,619 shares of the our Series C Shares, (b) 750,000 shares of the our Series D Convertible Preferred Stock (the “Series D Shares”), and (c) amounts owing under the Mercer Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Mercer Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Mercer Series E Exchange Value") .

The Mercer Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Mercer shall surrender to the Company the Series C Shares and Series D Shares owned by it and as well as the Mercer Note.

Upon such surrender, we shall issue to Mercer a number of Series E Shares equal to the Mercer Series E Exchange Value.

Pinz Exchange Agreement

On October 10, 2022, we entered into an exchange agreement (the “Pinz Exchange Agreement”) with Pinz Capital Special Opportunities Fund LP (“Pinz”).

In connection with the Pinz Exchange Agreement, on October 10, 2022, we issued a 10 % promissory note to Pinz (the “Pinz Note”), of which we received gross proceeds of $ 30,000 (the “Pinz Principal Amount”).

Pursuant to the Pinz Exchange Agreement, Pinz shall exchange (the “Pinz Exchange”) (a) 100,000 shares of our Series D Convertible Preferred Stock (the “Series D Shares”), and (b) amounts owing under the Pinz Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Pinz Note, plus 150% of the stated value of the Series D Shares (the "Pinz Series E Exchange Value") .

The Pinz Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Pinz shall surrender to the Company the Series D Shares owned by it and as well as the Pinz Note.

Upon such surrender, we shall issue to Pinz a number of Series E Shares equal to the Pinz Series E Exchange Value.

Cavalry, Mercer and Pinz Promissory Notes

The maturity date of the Cavalry Note Mercer Note and Pinz Note is December 31, 2022.

If we successfully list our shares of Common Stock on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market on or before December 10, 2022, the Cavalry Principal Amount, Mercer Principal Amount and Pinz Principal Amount shall convert into Series E Shares pursuant to the Cavalry Exchange Agreement, Mercer Exchange Agreement or Pinz Exchange Agreement, as the case may be.

If and only if the Cavalry Principal Amount, Mercer Principal Amount, Pinz Principal Amount as the case may be, is not converted into Series E Shares pursuant to the terms of the Cavalry Note, Mercer Note or Pinz Note, as the case may be, the unpaid respective principal amount shall bear interest at 10 % per annum, which interest shall be accrued on a monthly basis and which shall have been deemed to have been accruing from the issue date of the Cavalry Note, Mercer Note or Pinz Note, as the case may be.

Following an event of default, as defined in the Cavalry Note, Mercer Note or Pinz Note, as the case may be, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Cavalry Note, Mercer Note and Pinz Note each contains a “most favored nations” clause that provides that, so long as such note is outstanding, if we issue any new security, which the holder thereof reasonably believes is more favorable than those in the Cavalry Note, Mercer Note and Pinz Note, as the case may be, we shall notify the holder thereof of such term, and such term, at the option of such holder shall become a part of the Cavalry Note, Mercer Note and Pinz Note, as the case may be.

Anson Exchange Agreements

On October 18, 2022, the Company entered into separate exchange agreements with each of Anson East Master Fund LP (“AEMF”) (the “AEMF Exchange Agreement”) and Anson Investments Master Fund LP (“AIMF”, and collectively with AEMF, the “Funds”) (the “AIMF Exchange Agreement, together with the AEMF Exchange Agreement, the “Exchange Agreements”).

Pursuant to the Exchange Agreements, the Funds shall exchange (the “Exchange”) an aggregate of 750,000 shares of the Company’s Series D Stock for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the stated value of the Series D Shares (the "Series E Exchange Value"), and the Funds have agreed to invest no less than an aggregate amount of $375,000 into the uplisting offering.

The Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

The Funds shall surrender to the Company the Series D Shares owned by them.

Upon such surrender, the Company shall issue to the Funds a number of Series E Shares equal to the Series E Exchange Value.

Issuance of Mercer Promissory Note

The Company issued a 10 % Promissory Note due as described below (the “Note”), dated October 24, 2022, to Mercer Street Global Opportunity Fund, LLC, (“Mercer”) and in respect of which the Company received proceeds of $ 100,000 (the “Principal Amount”).

The Principal Amount shall convert into the Series E Shares in accordance with the terms of the Exchange Agreement entered into between the Company and Mercer and disclosed on the current report on Form 8-K, filed with the SEC on October 12, 2022, if the Company successfully lists its common stock on a national securities exchange on or before December 10, 2022.

If the Principal Amount is not converted into Series E Shares, the Note shall bear interest at 10% interest rate per annum, accrued monthly and payable at maturity.

The Note has a maturity date of December 31, 2022.

The aggregate amount payable at maturity will be $ 100,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Notes contain a “most favored nations” clause that provides that, so long as the Notes are outstanding, if the Company issues any new security, which the Lenders reasonably believe contains a term that is more favorable than those in the Notes, the Company shall notify the Lenders of such term, and such term, at the option of the Lenders, shall become a part of the Notes.

In addition, the Lenders will be issued in the aggregate (1) 130,235 five-year warrants (the “Warrants”) and (2) 130,235 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The Lenders may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Lender”) and in respect of which the Company received proceeds of $ 255,000 .

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE

The amount payable at maturity will be $ 300,000 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Lender will be issued (1) 123,000 five-year warrants (the “Warrants”) and (2) 123,000 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos Iturregui (the “Lender”) and in respect of which the Company received proceeds of $ 25,000 .

Iturregui is a member of the Company’s Board of Directors.

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Lender will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott Nommsen (the “Lender”) and in respect of which the Company received proceeds of $ 50,000 .

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H.

Caplan (the “Lender”) and in respect of which the Company received proceeds of $ 50,000 .

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

On August 3, 2022, the Company amended the maturity date of the Diamond Note 4 to the earlier of (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market .

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright (the “Lender”) and in respect of which the Company received proceeds of $ 102,000 .

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity of February 3, 2023 .

The amount payable at maturity will be $ 120,000 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the Lender will be issued 49,200 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively, the “Lenders”) and in respect of which the Company received proceeds of $ 25,000 .

The Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity of February 3, 2023.

The amount payable at maturity will be $ 29,412 plus 10% of that amount plus any accrued and unpaid interest.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lenders of such term, and such term, at the option of the Lenders, shall become a part of the Note.

In addition, the Lenders will be issued in aggregate (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which Mercer reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Note.

Common Stock Issued

On October 1, 2022, the Company issued 316,406 shares of common stock to Pinnacle Performance Systems with a market value at the date of issuance of $ 0.1087 per shares in satisfaction of accounts payable.

Series E Preferred Stock

On November 7, 2022, the Company filed a certificate of designations with the State of Delaware to create a series of 10,000 shares of preferred stock designated as Series E Convertible Perpetual Preferred Stock.

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

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Business Summary

Our operating subsidiary, The Good Clinic TM , produced increased operational results in the second quarter of 2022 as compared to the first quarter of 2022.

During the first quarter of 2022, The Good Clinic client visits were driven mainly by the demand for COVID-19 testing and vaccinations, which generally require shorter appointments.

Even though the visits are briefer, these interactions with new clients allow us to demonstrate our differentiating clinic experience.

As a result, we converted first-time customers into ongoing clients.

Metrics from the three months ended June 30, 2022:

• The Good Clinic recorded a 45% quarter-over-quarter increase in unique (i.e., first-time) clients.

• The total number of visits in the second quarter of 2022 increased by 11%, as compared to the first quarter of 2022.

• The average length of appointment times increased during the second quarter of 2022, which we measure as minutes of care.

There was a 112% increase in total care minutes during the second quarter of 2022, as compared to the first quarter of 2022, with the average minutes per visit increasing by 91%.

Our operating subsidiary, The Good ClinicTM, produced increased operational results in the third quarter of 2022 as compared to the second quarter of 2022.

During the second quarter of 2022, The Good Clinic client visits were driven by a mix of continuing demand for COVID-19 testing and vaccinations as well as annual physicals and traditional primary care services.

In the third quarter of 2022 we continued to see the focus of client visits shift towards traditional primary care services including annual exams, women’s health, behavioral health, nutrition, chronic condition management, and wellness planning.

As a result, we experienced an increase in both minutes-of-care and in the average client appointment time.

Although advertising was reduced, the clinics experienced more than 40% of appointments being provided to new clients.

Much of this we believe is due to client referrals and the growing number of strong positive digital reviews.

Additionally, the clinics continue to improve operational efficiency, add new services.

Two services added in the quarter are:

Pharma-genetic testing – use in behavioral health care to help match prescription medications most likely to be effective for an individual based upon their genetics

Functional medicine testing and counseling – is a systems biology based approach that focuses on identifying and addressing the root cause of disease.

While conventional (allopathic) medicine diagnoses and treats what's above the surface — symptoms and disease — functional medicine also attends to what's below the surface, at the root of the disease — environmental and lifestyle factors, including sleep and relaxation, physical activity (exercise), nutrition, stress,

Metrics from the three months ended September 30, 2022:

During Primary Care’s traditionally slower summer months, The Good Clinic maintained the number of clinic visits in the third quarter at a comparable level to the second quarter.

The average length of appointment time increased from 39 to 40 minutes during the third quarter.

There was a 6% increase in total care minutes during the third quarter of 2022, as compared to the second quarter of 2022.

Telehealth use grew by 51% quarter over quarter as clients sought convenient access to care.

During the period advertising was reduced, yet new clients accounted for more than 40% of appointments.

Word of mouth referrals continues to be a strong source of new client acquisition.

Customer satisfaction continued strong in the third quarter.

The Good Clinic now has almost 400 digital reviews rating the clinics and providers between 4.9 and 5 stars out of a possible 5 stars.

These metrics indicate the client’s adoption of our primary care concept focused on preventive care and improved well-being.

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Further, as a result of any acquisitions of other businesses, we may experience large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Three Months Ended June 30, 2022 and 2021

The Company recognized revenue of approximately $0.2 million for the three months ended June 30, 2022, compared to $8,200 for the three months ended June 30, 2021.

Comparison of the Three Months Ended September 30, 2022 and 2021

The Company recognized revenue of approximately $0.2 million for the three months ended September 30, 2022, compared to $13,500 for the three months ended September 30, 2021.

The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Cost of Sales

The Company incurred approximately $0.6 million of cost of goods sold for the three months ended June 30, 2022, compared to $3,600 for the three months ended June 30, 2021.

The Company incurred approximately $0.5 million of cost of goods sold for the three months ended September 30, 2022, compared to $2,500 for the three months ended September 30, 2021.

During the first quarter of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic.

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Gross (Loss) Profit

Our gross loss was approximately $0.4 million for the three months ended June 30, 2022, compared to gross profit of $4,600 for the three months ended June 30, 2021.

Our gross loss was approximately $0.3 million for the three months ended September 30, 2022, compared to gross profit of $11,000 for the three months ended September 30, 2021.

Operating Expenses

Our total operating expenses for the three months ended June 30, 2022, were approximately $2.3 million.

Our total operating expenses for the three months ended September 30, 2022, were approximately $2.0 million.

For the comparable period in 2021, the operating expenses were approximately $1.8 million.

Operating expenses for the three months ended June 30, 2022, were comprised primarily of $1.4 million of payroll, payroll taxes and employee benefit expenses, $0.2 million in rent and utilities, $0.1 million in legal and professional fees;

$0.1 million in marketing;

$0.2 million in depreciation, $0.2 million in stock-based compensation expenses and $0.1 million in other operating costs.

Operating expenses for the three months ended June 30, 2021 were comprised primarily of $0.4 million of payroll and payroll taxes;

Operating expenses for the three months ended September 30, 2022, were comprised primarily of $1.5 million of payroll, payroll taxes and employee benefit expenses, $0.2 million in rent and utilities, $0.1 million in legal and professional fees and $0.2 million in depreciation expenses.

Operating expenses for the three months ended September 30, 2021 were comprised primarily of $0.6 million of payroll and payroll taxes;

$0.2 million of non-cash compensation, $0.3 million in legal and professional fees;

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Other Income and Expenses

Interest expense was approximately $0.9 million for the three months ended June 30, 2022, compared to approximately $1,100 for the three months ended June 30, 2021.

During the three months ended June 30, 2022, we recorded a loss on waiver and commitment fee shares of approximately $11,600.

During the three months ended June 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $0.2 million

During the three months ended June 30, 2021, we recorded a loss on legal settlement of $70,000.

During the three months ended June 30, 2022, the Company declared Preferred Stock dividends of approximately $0.1 million compared to approximately $0.1 million for the three months ended June 30, 2021.

For the three months ended June 30, 2022, we had a net loss available to common shareholders of approximately $3.9 million, or a net loss per share, basic and diluted of ($0.02) compared to a net loss available to common shareholders of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.01), for the three months ended June 30, 2021.

Comparison of the Six Months Ended June 30, 2022 and 2021

The Company recognized revenue of approximately $0.3 million for the six months ended June 30, 2022, compared to $11,200 for the six months ended June 30, 2021.

Interest expense was approximately $1.7 million for the three months ended September 30, 2022, compared to $0 for the three months ended September 30, 2021.

During the three months ended September 30, 2022, we recorded a loss on waiver and commitment fee shares of approximately $14,100.

During the three months ended September 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $38,000

During the three months ended September 30, 2021, we recorded a loss on settlement of accounts payable of $10,000.

During the three months ended September 30, 2022, the Company declared Preferred Stock dividends of approximately $0.1 million compared to approximately $40,400 for the three months ended September 30, 2021.

For the three months ended September 30, 2022, we had a net loss available to common shareholders of approximately $4.1 million, or a net loss per share, basic and diluted of ($0.02) compared to a net loss available to common shareholders of approximately $1.8 million, or a net loss per share, basic and diluted of ($0.01), for the three months ended September 30, 2021.

Comparison of the Nine Months Ended September 30, 2022 and 2021

The Company recognized revenue of approximately $0.5 million for the nine months ended September 30, 2022, compared to $24,700 for the nine months ended September 30, 2021.

The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Cost of Sales

The Company incurred approximately $1.2 million of cost of goods sold for the six months ended June 30, 2022, compared to $5,300 for the six months ended June 30, 2021.

The Company incurred approximately $1.7 million of cost of goods sold for the nine months ended September 30, 2022, compared to $7,800 for the nine months ended September 30, 2021.

During the first and second quarters of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic.

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Gross (Loss) Profit

Our gross loss was approximately $0.9 million for the six months ended June 30, 2022, compared to gross profit of $5,900 for the six months ended June 30, 2021.

Our gross loss was approximately $1.2 million for the nine months ended September 30, 2022, compared to gross profit of $16,900 for the nine months ended September 30, 2021.

Operating Expenses

Our total operating expenses for the six months ended June 30, 2022, were approximately $4.9 million.

Our total operating expenses for the nine months ended September 30, 2022, were approximately $6.9 million.

For the comparable period in 2021, the operating expenses were approximately $4.1 million.

Operating expenses for the six months ended June 30, 2022, were comprised primarily of $2.4 million of payroll, payroll taxes and employee benefit expenses, $0.5 million in rent and utilities, $0.4 million in legal and professional fees, $0.2 million in marketing;

Operating expenses for the nine months ended September 30, 2022, were comprised primarily of $3.9 million of payroll, payroll taxes and employee benefit expenses, $0.7 million in rent and utilities, $0.4 million in legal and professional fees, $0.2 million in marketing;

$0.4 million in consulting fees, $0.6 million in depreciation, $0.4 million in stock-based compensation expenses and $0.3 million in other operating costs.

Operating expenses for the six months ended June 30, 2021 were comprised primarily of $0.5 million of payroll and payroll taxes;

Operating expenses for the nine months ended September 30, 2021 were comprised primarily of $1.1 million of payroll and payroll taxes;

$0.5 million of non-cash compensation, $0.9 million in legal and professional fees, $0.4 million in marketing, $0.4 million in consulting fees and $0.8 million in other operation costs.

Other Income and Expenses

Interest expense was approximately $1.7 million for the six months ended June 30, 2022, compared to approximately $1.0 million for the six months ended June 30, 2021.

During the six months ended June 30, 2022, we recorded a gain on waiver and commitment fee shares of approximately $0.2 million.

During the six months ended June 30, 2022, we recorded a gain on settlement of accrued salary of approximately $15,000.

During the six months ended June 30, 2022, we recorded a loss on settlement of accounts payable of $0.1 million as compared to a gain on settlement of accounts payable of approximately $6,000 for the six months ended June 30, 2021.

During the six months ended June 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $0.1 million, compared to a loss of approximately $0.5 million for the six months ended June 30, 2021.

During the six months ended June 30, 2021, we recorded a loss on legal settlement of $0.1 million.

During the six months ended June 30, 2021, we recorded a gain on the settlement of notes payable of approximately $1,800.

During the six months ended June 30, 2022, the Company declared Preferred Stock dividends of approximately $0.2 million compared to approximately $0.1 million for the six months ended June 30, 2021.

During the six months ended June 30, 2021, the Company recorded Preferred Stock deemed dividends of approximately $0.3 million.

For the six months ended June 30, 2022, we had a net loss available to common shareholders of approximately $7.6 million, or a net loss per share, basic and diluted of ($0.03) compared to a net loss available to common shareholders of approximately $4.3 million, or a net loss per share, basic and diluted of ($0.02), for the six months ended June 30, 2021.

Interest expense was approximately $3.4 million for the nine months ended September 30, 2022, compared to approximately $1.0 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a gain on waiver and commitment fee shares of approximately $0.2 million.

During the nine months ended September 30, 2022, we recorded a gain on settlement of accrued salary of approximately $15,000.

During the nine months ended September 30, 2022, we recorded a loss on settlement of accounts payable of $0.1 million as compared to a gain on settlement of accounts payable of approximately $6,000 for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $0.1 million, compared to a loss of approximately $0.5 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, we recorded a loss on legal settlement of $0.1 million.

During the nine months ended September 30, 2021, we recorded a gain on the settlement of notes payable of approximately $1,800.

During the nine months ended September 30, 2022, the Company declared Preferred Stock dividends of approximately $0.2 million compared to approximately $0.1 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Company recorded Preferred Stock deemed dividends of approximately $0.3 million.

For the nine months ended September 30, 2022, we had a net loss available to common shareholders of approximately $11.8 million, or a net loss per share, basic and diluted of ($0.05) compared to a net loss available to common shareholders of approximately $6.1 million, or a net loss per share, basic and diluted of ($0.03), for the nine months ended September 30, 2021.

Liquidity and Capital Resources

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We have financed our operations through the sale of equity securities and short-term borrowings.

As of June 30, 2022, we had cash of approximately $36,000 compared to cash of approximately $1.2 million as of December 31, 2021.

Net cash used in operating activities was approximately $4.0 million for the six months ended June 30, 2022.

As of September 30, 2022, we had cash of approximately $6,000 compared to cash of approximately $1.2 million as of December 31, 2021.

Net cash used in operating activities was approximately $5.5 million for the nine months ended September 30, 2022.

This is the result of our business development efforts pertaining to the start-up of the first six clinics.

Cash used in operations for the six months ended June 30, 2021, was approximately $2.1 million.

Net cash used in investing activities was approximately $0.2 million for the six months ended June 30, 2022.

Cash used in operations for the nine months ended September 30, 2021, was approximately $1.6 million.

Net cash used in investing activities was approximately $0.2 million for the nine months ended September 30, 2022.

The amounts relate to the purchase of fixed assets and leasehold improvement on our clinics.

Net cash used for investing activities for the six months ended June 30, 2021 was $0.5 million.

Net cash provided by financing activities for the six months ended June 30, 2022, was approximately $3.1 million, consisting of proceeds from notes payable, net of discounts, of $3.3 million offset by principal payment on related party notes payable of $0.2 million.

Net cash provided by financing activities for the six months ended June 30, 2021, was $4.3 million consisting of proceeds from a private placement offering of common stock of $1.7 million and $2.8 million from the sale of Series C Preferred Stock and warrants.

Net cash used for investing activities for the nine months ended September 30, 2021 was $2.3 million.

Net cash provided by financing activities for the nine months ended September 30, 2022, was approximately $4.5 million, consisting of proceeds from notes payable related parties, net of discounts, of $2.9 million, proceeds from notes payable, net of discounts, of $1.8 million offset by principal payment on related party notes payable of $0.2 million.

Net cash provided by financing activities for the nine months ended September 30, 2021, was $4.3 million consisting of proceeds from a private placement offering of common stock of $1.7 million and $2.8 million from the sale of Series C Preferred Stock and warrants.

Partially offsetting the proceeds was approximately $0.2 million of payment on notes payable.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements