What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-11-14 compared with 2022-08-12 · 66 added, 2 removed, 55 unchanged (55% of the section changed)

2 unchanged sentences

“Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on April 5, 2022.

There have been no material changes to the risk factors described in that report.

Other than below, there have been no material changes to the risk factors described in that report.

Mechanic ’ s liens were placed on five of our clinics that could have a material adverse impact on our business, results of operations, and financial condition.

In 2022, nine mechanic’s liens for a total of $2.2 million were filed by several contractors against five of our 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 our 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 our 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, we would have to cease our operations at the affected clinic locations and we may lose some or all of our customers.

We are attempting to negotiate modifications to our agreements with the contractor-creditors.

However, we cannot assure you that our efforts will be successful.

If we are unable to timely clear the mechanic’s liens filed against our clinics or otherwise negotiate modifications to our agreements with the contractor-creditors, it will have a material adverse impact on our business, results of operations, and financial condition.

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

SALE OF UNREGISTERED SECURITIES

10 unchanged sentences

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.

31 unchanged sentences

The Company also issued five-year warrants to purchase 84,412 shares of common stock at a price of $0.50 to the May 26 Lenders pursuant to the May 26, 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.

On June 9, 2022, the Company issued 364,176 shares of common stock to the June 9 Lenders at a contractual price of $0.25 per share and a market price at issuance date of $0.1485 per share as commitment shares as set forth and defined in the June 9 Notes.

1 unchanged sentence

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.

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.

DEFAULTS ON SENIOR SECURED SECURITIES

3 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 1A. Risk Factors