What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-02-13 compared with 2023-12-13 · 700 added, 461 removed, 1245 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

2 unchanged sentences

Prepaid expenses

Current assets of discontinued operations

Total current assets

1 unchanged sentence

Fixed assets, net of accumulated depreciation of $ 1.1 million and $ .06 million

Non-current assets of discontinued operations

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

11 unchanged sentences

Preferred stock dividends payable - related parties

Current liabilities of discontinued operations

Total current liabilities

Lease Liability- operating leases, non-current

Long term liabilities of discontinued operations

Total Liabilities

7 unchanged sentences

140,000 shares designated as Series F, and 27,324 shares designated Series X.

Preferred stock, Series A, $ 0.01 par value, 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Preferred stock, Series C, $ 0.01 par value, 0 and 1,047,619 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Preferred stock, Series D, $ 0.01 par value, 750,000 and 3,100,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Preferred stock, Series F, $ 0.01 par value, 16,353 and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at June 30, 2023 and December 31, 2022

Preferred stock, Series A, $ 0.01 par value, 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Preferred stock, Series C, $ 0.01 par value, 0 and 1,047,619 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Preferred stock, Series D, $ 0.01 par value, 750,000 and 3,100,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Preferred stock, Series F, $ 0.01 par value, 16,353 and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at September 30, 2023 and December 31, 2022

Common stock subscribed

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 5,138,575 and 4,630,372 shares issued and outstanding as of June 30, 2023 and December 31, respectively

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 5,544,519 and 4,630,372 shares issued and outstanding as of September 30, 2023 and December 31, respectively

Additional paid-in capital

6 unchanged sentences

For the Three Months

For the Six Months

For the Nine Months

September 30,

Revenue-services

4 unchanged sentences

Total cost of goods sold

Gross (loss) profit

Operating expenses:

8 unchanged sentences

Financing cost

Gain on termination of operating lease

Gain on forgiveness of debt

Gain on sale of assets

Gain on issuance of shares to service provider

Loss on settlement of true-up obligation

(Loss) Gain on waiver and commitment fee shares

Gain (Loss) on issuance of shares to service provider

Gain on sale of assets

Loss on legal settlement

Gain on settlement of accrued salary

Loss on settlement of accounts payable

Gain (Loss) on conversion of notes and accounts payable to common stock - related party

Gain (Loss) on conversion of notes and accounts payable to common stock

(Loss) Gain on revaluation of derivative liabilities

2 unchanged sentences

Provision for income taxes

Net loss from continuing operations

Net loss from discontinued operations

Consolidated net loss

Preferred stock dividends

Preferred stock dividends - related parties

Net loss available to common shareholders

Net loss per share - basic and diluted

Net loss available to common shareholders - continuing operations

Net loss available to common shareholders - discontinued operations

Net loss per share from continuing operations - basic and diluted

Net loss per share from discontinued operations - basic and diluted

Weighted average shares outstanding - basic and diluted

2 unchanged sentences

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 and 2022

Preferred Stock

Balance, December 31, 2021

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Conversion of accounts payable to common stock

Commitment fee shares

Waiver fee shares

Warrants issued with note payable

Gain on settlement of accrued payroll

Issuance of shares previously subscribed for conversion of accounts payable

Preferred stock dividends

Loss for the three months ended March 31, 2022

Balance, March 31, 2022

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

Preferred Stock Series A

Preferred Stock Series C

Preferred Stock Series D

Preferred Stock Series F

Preferred Stock Series X

Paid-in capital

Balance, June 30, 2022

Vesting of common stock issued to employees

1 unchanged sentence

Shares issued for services

Issuance of waiver fee shares

Issuance of commitment fee shares

Warrants issued with notes payable - Insiders

Shares issued for Series X dividends

Commitment fee shares

Warrants issued with notes payable

Preferred stock dividends

Loss for the three months ended June 30, 2022

Balance, June 30, 2022

Loss for the three months ended September 30, 2022

Balance, September 30, 2022

Balance, December 31, 2021

1 unchanged sentence

Vesting of stock options issued to employees

Shares issued for services

Issuance of shares for services

Conversion of accounts payable to common stock

Issuance of commitment fee shares

Issuance of waiver fee shares

Issuance of Waiver fee shares

Commitment fee shares

Warrants issued with note payable

Shares issued for Series X dividends

Gain on settlement of accrued payroll

Issuance of shares previously subscribed for conversion of accounts payable

Shares issued for Series X dividends

Preferred stock dividends

Loss for the six months ended June 30, 2022

Loss for the nine months ended September 30, 2022

Balance, September 30, 2022

Balance, June 30, 2023

Balance, December 31, 2022

Shares issued for conversion of note payable

Vesting of stock options issued to employees

Issuance of common stock to service providers

Conversion of accounts payable to common stock

Conversion of accrued salary, debt, and board fees to common stock by a related party

Conversion of debt to Series F Preferred Stock

Conversion of debt and accrued salaries to Series F Preferred Stock by related parties

Preferred stock dividends

Shares issued for dividends on Series X Preferred Stock

Loss for the three months ended March 31, 2023

Balance, March 31, 2023

Shares issued as commission for fundraising

Shares issued for true-up agreement

Shares issued for legal settlement

Shares issued previously subscribed

Transaction costs of sales of Series F Preferred Stock for cash

Vesting of stock options issued to employees

Series A dividends previously satisfied

Preferred stock dividends

Shares issued for dividends on Series X Preferred Stock

Shares issued for conversion of accounts payable

Shares sold for cash

Conversion of Series C Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock to Series F Preferred Stock

Conversion of Debt to Series F Preferred Stock

Loss for the three months ended June 30, 2023

Balance, June 30, 2023

Loss for the three months ended September 30, 2023

Balance - September 30, 2023

Balance, December 31, 2022

Shares issued for conversion of note payable

Shares issued as commission for fundraising

Shares issued for true-up agreement

Shares issued for legal settlement

Conversion of accrued salary, debt, and board fees to common stock by a related party

Conversion of accounts payable to common stock

Issuance of common stock to a service provider

Legal settlement - Pinnacle

Legal settlement - Howe

Shares issued previously subscribed

Shares issued to service providers

Vesting of stock options issued to employees

1 unchanged sentence

Preferred stock dividends

Shares issued for dividends on Series X Preferred Stock

Shares issued for Series X dividends

Shares issued for conversion of accounts payable

Shares issued for conversion of note payable

Shares sold for cash

Shares sold for cash, net of costs

Conversion of Series C Preferred Stock to Series F Preferred Stock

1 unchanged sentence

Conversion of Debt to Series F Preferred Stock

Loss for the six months ended June 30, 2023

Balance, June 30, 2023

Conversion of debt and accrued salaries to Series F Preferred Stock by related parties

Loss for the nine months ended September 30, 2023

Balance, September 30, 2023

See accompanying notes to these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months

For the Nine Months

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

12 unchanged sentences

Incentive on conversion of Series D to Series F Preferred Stock

Investment incentive on cash sales of Series F Preferred Stock

Commissions on sales of Series F Preferred Stock

Incentive on conversion of debt to Series F Preferred Stock - related parties

Investment incentive cash sales of Series F Preferred Stock

Investment incentive on conversion of debt to common stock - related parties

Gain on forgiveness of note payable

Gain on conversion of notes payable and accrued liabilities to common stock - related party

Gain on conversion of accounts payable to common stock

Financing cost - waiver fee shares

5 unchanged sentences

Gain on shares issued to service provider

Gain on sale of equipment

Gain on sale of assets

Loss on legal settlement

10 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for acquisition of fixed assets and construction in progress

Cash received for the sale of assets

Cash paid for acquisition of assets and construction in progress

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of Series F Preferred Stock, net of costs

Proceeds from sale of Series F Preferred Stock, net of fees

Principal payments on PPP Loan

Proceeds from notes payable - related parties, net of discounts

3 unchanged sentences

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents change – discontinued operations

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents at end of period - discontinued operations

See accompanying notes to these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

3 unchanged sentences

Preferred stock dividend

Adjustment of Series C Preferred Stock to common stock

Conversion of accounts payable to Series F Preferred Stock

3 unchanged sentences

Conversion of accounts payable to common stock

Capital expenditures included in accounts payable

Conversion of notes payable and accrued interest to common stock

Change in capital expenditures included in accounts payable

Series A accrued dividends reclassified to APIC from prior transaction

Shares issued for Series X dividends

See accompanying notes to these unaudited condensed consolidated financial statements.

MITESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 AND 2022

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 AND 2022

Description of Business

5 unchanged sentences

On April 24, 2020, we changed our name to Mitesco, Inc.

We are a holding company with current operating plans to participate in the healthcare industry through the development of healthcare services, and with a view toward additional services and technology that may find a ready market in the healthcare industry.

During early 2022 we continued on our plan to open primary care clinics around the United States in select markets, utilizing the experience, expertise, and training of licensed, advanced degreed nurse practitioners (“Nurse Practitioners”).

During 2022 our clinics provided complete primary care, as well as a limited set of offerings addressing more specific needs for the general public.

The medical practice focuses on whole person health and prevention.

During late 2022 we decided to close our clinics due to a lack of funding for their operations and growth plans.

We have always had a view toward additional healthcare technology and services offerings and are committing more time to that effort going forward.

On October 13, 2023, the Company effected a Redomestication to Nevada.

We are a holding company seeking to provide products, services and technology to make accessible higher quality, and more affordable healthcare solutions.

We have recently discontinued the business activities within “The Good Clinic, LLC” healthcare subsidiary due to lack of profitability and limited funding.

We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

10 unchanged sentences

(iii) our pending or future federal or state governmental investigations.

Discontinued Operations

We have recently discontinued business activities within “The Good Clinic, LLC” healthcare subsidiary due to lack of profitability and limited funding.

On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C.

Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $ 2.5 million.

As a result, the accounts of The Good Clinic, LLC have been included in “Net (loss) from discontinued operations” in our consolidated statements of operations.

Additionally, these assets and liabilities have been presented as discontinued operations in our consolidated balance sheet as of September 30, 2023 and December 31, 2022.

See Note 4 - Discontinued Operations for additional information.

Reverse Stock Split

10 unchanged sentences

Financial Condition, Going Concern and Management Plans

As of June 30, 2023, the Company had cash and cash equivalents of $ 0.3 million, current liabilities of $ 15.3 million, and has incurred significant losses from the previous clinic operations, now discontinued.

Our strategy is to utilize a mix of nurse practitioners and telemedicine technology in clinics to improve patient experiences and outcomes and reduce healthcare costs as compared to other available treatment options.

As of September 30, 2023, the Company had cash and cash equivalents of approximately $ 25 ,000, current liabilities of $ 17.5 million, and has incurred significant losses from the previous clinic operations.

As previously noted, we made a strategic decision to reduce our capital needs by closing our clinic operations in the fourth quarter of 2022 and releasing a significant portion of our staff.

As we redevelop our new strategy for lower cost operations, we expect to focus on acquisitions of existing healthcare technology and services businesses.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

Effective December 8, 2022, we closed all of our clinic locations due to a lack of funding.

Subsequent to that date we have lost possession of all clinic locations.

Due to difficulty in securing financing, we are uncertain of when or even if we will be able to resume operations at any clinic location.

Effective December 8, 2022, we closed all of our clinic locations due to a lack of profitability and limited funding.

Subsequent to that date we have given up possession of all clinic locations, and are in the process of negotiating settlements with leaseholders and other suppliers and contractors.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued.

6 unchanged sentences

Principles of Consolidation – The accompanying condensed consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries Mitesco NA, LLC, and The Good Clinic, LLC.

In addition, we anticipate that we will rely on the operating activities of certain legal entities in which we will not maintain a controlling ownership interest but over which we will have indirect influence and of which we will be considered the primary beneficiary.

In addition, we rely on the operating activities of certain legal entities in which we do not maintain a controlling ownership interest but over which we have indirect influence and of which we are considered the primary beneficiary.

We expect that these entities will typically be subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the economic risks and rewards of their ownership to the Company.

6 unchanged sentences

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2022 Annual Report.

Discontinued Operations:

The accompanying financial statements are prepared with the guidance of ASU 2014-08, “Reporting Discontinued Operations”, and ASC Topic 205, Presentation of Financial Statements , and ASC Topic 360, Property, Plant and Equipment .

New Accounting Standards

1 unchanged sentence

Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

Discontinued Operations

On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C.

Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $ 2.5 million.

ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

This criteria was achieved on December 8, 2023.

Additionally, the discontinued operations are comprised of the entirety of The Good Clinic, LLC.

For comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying condensed consolidated statements of net loss and comprehensive loss and the condensed consolidated balance sheets.

The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets:

September 30,

Current assets - discontinued operations:

Accounts receivable

Prepaid expenses and deposits

Total current assets - discontinued operations

Noncurrent assets - discontinued operations:

Property and equipment

Right-of-use assets

Total noncurrent assets - discontinued operations

Current liabilities - discontinued operations:

Accounts payable

Accrued payroll and related liabilities

Other current liabilities

Accrued interest

Operating lease liabilities

Total current liabilities - discontinued operations

Long term liabilities - discontinued operations:

Operating lease liabilities

Total long term liabilities - discontinued operations

The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations:

Three Months Ended

September 30,

Cost of goods sold

Selling, general, and administrative expenses

Other (income) expense:

Gain on sale of assets

Gain on settlement of accounts payable

Loss from discontinued operations, net of tax

Nine Months Ended

September 30,

Cost of goods sold

Selling, general, and administrative expenses

Other (income) expense:

Impairment of assets

Gain on sale of assets

Gain on settlement of accounts payable

Gain on settlement of operating lease

Loss from discontinued operations, net of tax

The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations:

Nine months Ended

September 30,

Depreciation expense

Cash used for construction in progress

Cash used for the purchase of fixed assets

Impairment of RTU assets

Impairment of property and equipment

Net Loss Per Share Applicable to Common Shareholders

2 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, 2023, and 2022, respectively:

The following table sets forth the computation of loss per share for the three and nine months ended September 30, 2023 and 2022, respectively:

For the Three

Net loss applicable to common shareholders

Weighted average common shares outstanding

September 30,

Net loss applicable to common shareholders – continuing operations

$ ( 2,068,872 ) $ ( 2,707,575 ) $ ( 12,965,966 ) $ ( 6,712,506 )

Net loss applicable to common shareholders – discontinued operations

$ ( 15,239 ) $ ( 1,457,288 ) $ ( 2,824,604 ) $ ( 5,062,920 )

Net loss per share:

Basic and diluted

Basic and diluted – continuing operations

$ ( 0.39 ) $ ( 0.59 ) $ ( 2.57 ) $ ( 1.52 )

Basic and diluted – discontinued operations

$ ( 0.00 ) $ ( 0.32 ) $ ( 0.56 ) $ ( 1.15 )

Weighted average common shares outstanding

5,329,816 4,569,115 5,048,070 4,408,891

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, 2023, and 2022, the following shares were issuable and excluded from the calculation of diluted loss:

For the Six Months Ended

As of September 30, 2023 and 2022, the following shares were issuable and excluded from the calculation of diluted loss:

For the Nine Months Ended

September 30,

Common stock options

4 unchanged sentences

Related Party Transactions

For the six months ended June 30, 2023:

During the six months ended June 30, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 30,283 .

For the Nine Months Ended September 30, 2023:

The Company accrued dividends on its Series X Preferred Stock in the total amount of $ 45,423 .

Of this amount, a total of $ 5,905 was payable to officers and directors, $ 23,620 was payable to a related party shareholder, and $ 15,898 was payable to non-related parties.

During the six months ended June 30, 2023, the Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred Stock.

The Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 3,739 shares were issued to officers and directors, 14,586 were issued to a related party shareholder, and 9,950 were issued to non-related parties.

For the six months ended June 30, 2022:

The Company issued 1,610 shares of its Series F Preferred Stock to Larry Diamond, it’s CEO, for the conversion of notes payable in the principal amount of $ 534,927 , premium on notes payable of $ 75,146 , accrued interest of $ 115,381 , accrued salary of $ 250,106 , and equity investment incentive in the amount of $ 634,114 for a total amount of $1,609,674.

See notes 11 and 13.

The Company issued 210 shares of its Series F Preferred Stock to Juan Carlos Iturregui, a board member, for the conversion of notes payable in the principal amount of $ 48,162 , premium on notes payable of $ 2,941 , accrued interest of $ 7,295 , accrued board fees of $ 67,500 , and equity investment incentive in the amount of $ 84,073 for a total amount of $ 209,971 .

See notes 11 and 13.

The Company issued 318 shares of its Series F Preferred Stock to Tom Brodmerkel, it’s CFO and a board member, for the conversion of notes payable in the principal amount of $ 18,750 , accrued interest of $ 2,101 , accrued board fees of $ 45,000 , accrued salary of $ 126,519 , and equity investment incentive in the amount of $ 125,041 for a total amount of $ 317,411 .

See notes 11 and 13.

The Company issued 181,606 shares of its restricted common stock to Sheila Schweitzer, it’s COO and a board member, for the conversion of notes payable in the principal amount of $ 18,750 , accrued interest of $ 2,101 , and accrued salary of $ 64,434 for a total amount of $ 145,285 .

Schweitzer did not receive any equity investment incentive for this, or any other, transactions.

The Company recorded a gain in the amount of $ 139,837 on this transaction.

See notes 11 and 13.

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”).

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 purchase price of the Note payable to the Company for the Note 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.

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 7,350 5 -year warrants that may be exercised at $ 25.00 per share and 7.350 5 -year warrants that may be exercised at $ 37.50 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.

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 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 3,364 shares of common stock with a contract price of $ 12.50 per share or $ 42,055 and a grant date market value of $ 6.35 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 1,929 shares of common stock with a contract price of $ 12.50 per share or $ 24,118 and a grant date market value of $ 8.00 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.

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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 , 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.

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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.

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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 .

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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.

Howe Living Trust and in respect of which we received proceeds of $ 255,000 .

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

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

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 $ 25.00 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 4,000 ten-year options with an exercise price of $ 12.50 and a fair value of $ 23,316 to Tom Brodmerkel, its then 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 4,000 ten-year stock options with an exercise price of $ 12.50 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) 2,460 five-year warrants and (2) 2,460 shares of Common Stock as commitment shares.

The Commitment Shares are priced at $ 12.50 .

The Warrants have an initial exercise price of $ 25.00 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) 241 five-year warrants (the “Warrants”) and (2) 242 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 12.50 .

The Warrants have an initial exercise price of $ 25.00 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) 241 five-year warrants and (2) 241 shares of Common Stock as Commitment Shares.

The Commitment Shares are priced at $ 12.50 .

The Warrants have an initial exercise price of $ 25.00 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 1,640 shares of Common Stock as commitment shares (the “Howe Note 4 Commitment Shares”).

The Howe Note 4 Commitment Shares are priced at $ 12.50 .

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.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at June 30, 2023 and December 31, 2022:

Accounts payable and accrued liabilities consisted of the following at September 30, 2023 and December 31, 2022:

September 30,

Trade accounts payable

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During the year ended December 31, 2022, the Company recognized an impairment of Right-to-Use (RTU) assets in the amount of $ 3.2 million in connection with the closing of its clinics during the period.

During the six months ended June 30, 2023, the Company recognized an additional impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

This amount is included in Impairment of Fixed Assets on the Company’s statement of operations for the three and six months ended June 30, 2023.

As of June 30, 2023, the Company had total operating lease liabilities of approximately $ 4.1 million and right-of-use assets of $ 0 , which were included in the condensed consolidated balance sheet.

During the nine months ended September 30, 2023, the Company recognized an additional impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

This amount is included in Net Loss from Discontinued Operations on the Company’s statement of operations for the three and nine months ended September 30, 2023.

As of September 30, 2023, the Company had total operating lease liabilities of approximately $ 94 ,000 and right-of-use assets of $ 0 , 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

Operating lease liabilities are summarized below:

September 30,

Lease liability

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Maturity analysis under these lease agreements are as follows:

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 June 30, 2028

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

For the twelve months ended September 30, 2028

Present value discount

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SBA Loan Payable

PPP Loan Conversion to SBA Loan

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.

Small Business Administration.

Small Business Administration (the “SBA”).

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

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During the year ended December 31, 2022, the Company accrued interest in the amount of $ 4,632 .

During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $ 1,135 and $ 2,270 , respectively, on the PPP Loan;

at June 30, 2023, the balance due on this loan was principal in the amount of $ 460,400 and accrued interest in the amount of $ 13,559 .

This loan was in default at June 30, 2023.

On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA.

Pursuant to this payment plan, the Company agreed to pay a minimum of $ 2,595 each month until the loan is paid in full in July 2028.

The SBA confirmed the balance due on the loan, including principal and interest, was $ 467,117 .

The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum;

a gain on restructure of debt in the amount of $ 40,622 was recorded on this transaction during the three months ended September 30, 2023, and the balance of the loan was recorded at the amount of $ 433,343 representing the net cash flows discounted at 1 %.

During the three and nine months ended September 30, 2023, the Company made principal payments of $ 4,836 on this loan;

during the three and nine months ended September 30, 2023, the Company recorded interest in the amount of $ 1,081 and $ 3,351 , respectively, on this loan.

Notes Payable

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Principal and accrued interest in the amounts $ 750,000 and $ 22,833 , respectively, were due on the AJB Note at December 31, 2022.

During the six months ended June 30, 2023, a default penalty in the amount of $ 375,000 and an additional fee in the amount of $ 15,000 were added to the principal amount of the AJB note.

During the three and six months ended June 30, 2023, interest in the amounts of $ 6,270 and $ 62,897 , respectively, was accrued on the AJB Note.

During the nine months ended September 30, 2023, a default penalty in the amount of $ 375,000 and an additional fee in the amount of $ 15,000 were added to the principal amount of the AJB note.

During the three and nine months ended September 30, 2023, interest in the amounts of $ 6,270 and $ 62,897 , respectively, was accrued on the AJB Note.

On April 11, 2023, an equity investment incentive in the amount of $ 800,800 representing 65% of the total amount due under the AJB Note, along with original principal of $ 750,000 , the default penalty of $ 375,000 , the fee of $ 15,000 , and accrued interest of $ 92,000 (a total of $ 2,032,800 ) was converted to 2,033 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $800,800, there was no additional gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the AJB Note.

At September 30, 2023, there were no amounts due under the AJB Note.

Anson Investments Note

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Principal and accrued interest in the amounts $ 562,500 and $ 41,500 , respectively, were due on the AJB Note at December 31, 2022.

During the six months ended June 30, 2023, a default penalty in the amount of $ 281,250 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson Investments Note.

During the three and six months ended June 30, 2023, interest in the amounts of $ 4,724 and $ 27,157 , respectively, was accrued on the Anson Investments Note.

During the nine months ended September 30, 2023, a default penalty in the amount of $ 281,250 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson Investments Note.

During the three and nine months ended September 30, 2023, interest in the amounts of $ 4,724 and $ 27,157 , respectively, was accrued on the Anson Investments Note.

On April 11, 2023, an equity investment incentive in the amount of $ 602,815 representing 65% of the total amount due under the Anson Investments Note, along with original principal of $ 562,500 , the default penalty of $ 281,250 , the fee of $ 15,000 , and accrued interest of $ 68,657 (a total of $ 1,530,222 ) was converted to 1,531 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $602,815, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Anson Investments Note.

At September 30, 2023, there were no amounts due under the Anson Investments Note.

Anson East Note

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Principal and accrued interest in the amounts $ 187,500 and $ 13,833 , respectively, were due on the Anson East Note at December 31, 2022.

During the six months ended June 30, 2023, a default penalty in the amount of $ 93,750 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson East Note.

During the three and six months ended June 30, 2023, the amounts of $ 9,552 and $ 23,385 , respectively, was accrued on the Anson East Note.

During the nine months ended September 30, 2023, a default penalty in the amount of $ 93,750 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson East Note.

During the three and nine months ended September 30, 2023, the amounts of $ 9,552 and $ 23,385 , respectively, was accrued on the Anson East Note.

On April 11, 2023, an equity investment incentive in the amount of $ 207,763 representing 65% of the total amount due under the Anson East Note, along with original principal of $ 187,500 , the default penalty of $ 93,750 , the fee of $ 15,000 , and accrued interest of $ 23,385 (a total of $ 527,398 ) was converted to 528 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $207,763, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Anson East Note.

At September 30, 2023, there were no amounts due under the Anson East Note.

GS Capital Note

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Principal and accrued interest in the amounts $ 277,777 and $ 19,578 , respectively, were due on the GS Capital Note at December 31, 2022.

During the six months ended June 30, 2023, GS Capital converted an aggregate amount of $ 72,777 of principal and $ 8,679 of accrued interest in the GS Capital Note into an aggregate of 57,140 shares of the Company’s common stock at an average price of $ 1.46 per share.

During the nine months ended September 30, 2023, GS Capital converted an aggregate amount of $ 72,777 of principal and $ 8,679 of accrued interest in the GS Capital Note into an aggregate of 57,140 shares of the Company’s common stock at an average price of $ 1.46 per share.

These conversions were made pursuant to the terms of the GS Capital Note, and no gain or loss was recorded on these transactions.

During the six months ended June 30, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the GS Capital Note.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,374 and $ 13,965 , respectively, was accrued on the GS Capital Note.

During the nine months ended September 30, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the GS Capital Note.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,374 and $ 13,965 , respectively, was accrued on the GS Capital Note.

On April 11, 2023, an equity investment incentive in the amount of $ 249,439 representing 65% of the total amount due under the GS Capital Note, along with original principal of $ 205,000 , the default penalty of $ 138,889 , the fee of $ 15,000 , and accrued interest of $ 24,864 (a total of $ 633,192 ) was converted to 634 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $249,439, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the GS Capital Note.

At September 30, 2023, there were no amounts due under the GS Capital Note.

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

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Principal and accrued interest in the amounts $ 277,777 and $ 17,822 , respectively, were due on the Kishon Note at December 31, 2022.

During the six months ended June 30, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Kishon Note.

During the three and six months ended June 30, 2023, interest in the amounts of $ 19,641 and $ 31,645 was accrued on the Kishon Note.

At June 30, 2023, principal and interest in the amount of $ 431,666 and $ 49,467 , respectively, were due on the Kishon Note.

This note was in default at December 31, 2022 and June 30, 2023.

During the nine months ended September 30, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Kishon Note.

During the three and nine months ended September 30, 2023, interest in the amounts of $ 19,641 and $ 51,502 , respectively, was accrued on the Kishon Note.

At September 30, 2023, principal and interest in the amount of $ 431,666 and $ 69,324 , respectively, were due on the Kishon Note.

This note was in default at December 31, 2022 and September 30, 2023.

Finnegan Note 1

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Principal and accrued interest in the amounts $ 51,765 and $ 3,285 , respectively, were due on the Finnegan Note 1 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,142 and $ 4,260 , respectively, was accrued on the Finnegan Note 1;

principal and accrued interest in the amount of $ 51,765 and $ 7,590 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,164 and $ 6,469 , respectively, was accrued on the Finnegan Note 1;

principal and accrued interest in the amount of $ 51,765 and $ 9,754 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

M Diamond Note

15 unchanged sentences

Principal and accrued interest in the amounts $ 64,705 and $ 3,929 , respectively, were due on the M Diamond Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,676 and $ 5,323 , respectively, was accrued on the M Diamond Note;

principal and accrued interest in the amount of $ 64,705 and $ 9,307 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,706 and $ 8,084 , respectively, was accrued on the M Diamond Note;

principal and accrued interest in the amount of $ 64,705 and $ 12,013 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Finnegan Note 2

15 unchanged sentences

Principal and accrued interest in the amounts $ 32,353 and $ 1,965 , respectively, were due on the Finnegan Note 2 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,339 and $ 2,663 , respectively, was accrued on the Finnegan Note 2;

principal and accrued interest in the amount of $ 32,353 and $ 4,564 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,353 and $ 4,042 , respectively, was accrued on the Finnegan Note 2;

principal and accrued interest in the amount of $ 32,353 and $ 6,007 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On June 9, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 588,235 (the “Dragon Note”) to Dragon Dynamic Funds Platform Ltd (“Dragon Dynamic”).

11 unchanged sentences

Principal and accrued interest in the amounts $ 647,059 and $ 35,874 , respectively, were due on the Dragon Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 3,235 and $ 29,706 , respectively, was accrued on the Dragon Note.

During the three and nine months ended September 30, 2023, interest in the amount of $ 3,235 and $ 29,706 , respectively, was accrued on the Dragon Note.

On April 11, 2023, an equity investment incentive in the amount of $ 463,539 representing 65% of the total amount due under the Dragon Note, along with original principal of $ 647,059 and accrued interest of $ 66,078 (a total of $ 1,176,676 ) was converted to 1,177 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $463,539, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Dragon Note.

At September 30, 2023, there were no amounts due under the Dragon Note.

On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 294,118 to Mackay Investments, LLC (the “Mackay Note”).

10 unchanged sentences

Principal and accrued interest in the amounts $ 323,530 and $ 20,193 , respectively, were due on the Mackay Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 13,382 and $ 26,617 , respectively was accrued on the Mackay Note;

principal and accrued interest in the amount of $ 323,530 and $ 50,425 respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 13,382 and $ 43,614 , respectively was accrued on the Mackay Note

On September 29, 2023, an equity investment incentive in the amount of $ 258,269 representing 65% of the total amount due under the Mackay Note, along with original principal of $ 294,118 , premium of $ 29,412 , accrued interest of $ 63,807 , and fee of $ 10,000 (a total of $ 655,606 ) was converted to 656 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 258,269 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Mackay Note.

On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 23,259 to Charles Schrier (the “Schrier Note”).

13 unchanged sentences

Principal and accrued interest in the amounts $ 25,882 and $ 1,141 , respectively, were due on the Schrier Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,070 and $ 2,087 , respectively, was accrued on the Schrier Note;

principal and accrued interest in the amount of $ 25,882 and $ 3,244 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,071 and $ 3,174 , respectively, was accrued on the Schrier Note;

principal and accrued interest in the amount of $ 25,882 and $ 4,315 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On July 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Eric S.

15 unchanged sentences

Principal and accrued interest in the amounts $ 64,705 and $ 2,946 , respectively, were due on the Nommsen Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,676 and $ 5,323 was accrued on the Nommsen Note;

principal and accrued interest in the amount of $ 64,705 and $ 8,310 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,706 and $ 8,070 was accrued on the Nommsen Note;

principal and accrued interest in the amount of $ 64,705 and $ 11,016 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On July 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to James H.

14 unchanged sentences

Principal and accrued interest in the amounts $ 64,705 and $ 2,531 , respectively, were due on the Caplan Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,677 and $ 5,049 , respectively, was accrued on the Caplan Note;

principal and accrued interest in the amount of $ 64,705 and $ 7,614 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,706 and $ 7,789 , respectively, was accrued on the Caplan Note;

principal and accrued interest in the amount of $ 64,705 and $ 10,320 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Finnegan Note 3

10 unchanged sentences

Principal and accrued interest in the amounts $ 32,353 and $ 1,200 , respectively, were due on the Finnegan Note 3 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,338 and $ 2,440 , respectively, was accrued on the Finnegan Note 3;

principal and accrued interest in the amount of $ 32,353 and $ 3,663 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,353 and $ 3,816 , respectively, was accrued on the Finnegan Note 3;

principal and accrued interest in the amount of $ 32,353 and $ 5,016 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On August 4, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 120,000 to Jack Enright (the “Enright Note”).

13 unchanged sentences

Principal and accrued interest in the amounts $ 132,000 and $ 4,899 , respectively, were due on the Enright Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 5,460 and $ 9,953 , respectively, was accrued on the Enright Note;

principal and accrued interest in the amount of $ 132,000 and $ 14,920 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 5,460 and $ 15,481 , respectively, was accrued on the Enright Note.

On September 29, 2023, an equity investment incentive in the amount of $ 102,116 representing 65% of the total amount due under the Enright Note, along with original principal of $ 120,000 , premium of $ 12,000 , and accrued interest of $ 20,380 (a total of $ 254,496 ) was converted to 255 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 102,116 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Enright Note.

Mitchell Note

16 unchanged sentences

The Mitchell Note was in default at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 3,230 and $ 6,425 , respectively, was accrued on the Mitchell Note;

principal and accrued interest in the amount of $ 78,100 and $ 9,281 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 3,266 and $ 9,730 , respectively, was accrued on the Mitchell Note;

principal and accrued interest in the amount of $ 78,100 and $ 12,547 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Lightmas Note

15 unchanged sentences

Principal and accrued interest in the amounts $ 66,000 and $ 2,380 , respectively, were due on the Lightmas Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,730 and $ 5,430 , respectively, was accrued on the Lightmas Note;

principal and accrued interest in the amount of $ 66,000 and $ 7,843 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,760 and $ 8,223 , respectively, was accrued on the Lightmas Note;

principal and accrued interest in the amount of $ 66,000 and $ 10,603 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to Lisa Lewis (the “Lewis Note”).

14 unchanged sentences

Principal and accrued interest in the amounts $ 33,000 and $ 1,190 , respectively, were due on the Lewis Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,365 and $ 2,715 was accrued on the Lewis Note;

principal and accrued interest in the amount of $ 33,000 and $ 3,922 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,380 and $ 4,112 , respectively, was accrued on the Lewis Note;

principal and accrued interest in the amount of $ 33,000 and $ 5,302 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to Sharon Goff (the “Goff Note”).

14 unchanged sentences

Principal and accrued interest in the amounts $ 33,000 and $ 1,190 , respectively, were due on the Goff Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,365 and $ 2,715 , respectively, was accrued on the Goff Note;

principal and accrued interest in the amount of $ 30,000 and $ 3,922 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,380 and $ 4,112 , respectively, was accrued on the Goff Note;

principal and accrued interest in the amount of $ 33,000 and $ 5,302 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 100,000 to Cliff Hagan (the “Hagan Note”).

14 unchanged sentences

Principal and accrued interest in the amounts $ 110,000 and $ 3,556 , respectively, were due on the Hagan Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 4,550 and $ 9,050 , respectively, was accrued on the Hagan Note;

principal and accrued interest in the amount of $ 110,000 and $ 12,656 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 4,600 and $ 13,700 , respectively, was accrued on the Hagan Note;

principal and accrued interest in the amount of $ 110,000 and $ 17,526 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On September 14, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 to Darling Capital, LLC (“Darling”), (the “Darling Note”).

10 unchanged sentences

Principal and accrued interest in the amounts $ 220,000 and $ 6,619 , respectively, were due on the Darling Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,100 and $ 10,100 , respectively, was accrued on the Darling Note.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 and $ 10,192 , respectively, was accrued on the Darling Note.

On April 11, 2023, an equity investment incentive in the amount of $ 153,927 representing 65% of the total amount due under the Darling Note, along with original principal of $ 220,000 and accrued interest of $ 16,811 (a total of $ 390,738 ) was converted to 391 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $153,927, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Darling Note.

At September 30, 2023, there were no amounts due under the Darling Note.

On September 15, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 50,000 to Mack Leath (the “Leath Note”).

14 unchanged sentences

Principal and accrued interest in the amounts $ 55,000 and $ 1,641 , respectively, were due on the Leath Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,275 and $ 4,525 was accrued on the Leath Note;

principal and accrued interest in the amount of $ 55,000 and $ 6,189 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,300 and $ 6,848 , respectively, was accrued on the Leath Note;

principal and accrued interest in the amount of $ 55,000 and $ 8,489 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On October 5, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 500,000 to the Cavalry Fund LLP (“Cavalry”), (the “Cavalry Note”) with a due date of December 31, 2022.

11 unchanged sentences

No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022.

See notes 12 and 16.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,750 and $ 25,415 was accrued on the Cavalry Note.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 and $ 25,415 was accrued on the Cavalry Note.

On April 11, 2023, an equity investment incentive in the amount of $ 349,266 representing 65% of the total amount due under the Cavalry Note, along with original principal of $ 500,000 and accrued interest of $ 37,333 (a total of $ 886,599 ) was converted to 887 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $349,266, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Cavalry Note.

At September 30, 2023, there were no amounts due under the Cavalry Note.

Mercer Note 1

12 unchanged sentences

No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022.

See note 12 and 16.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,650 and $ 15,247 , respectively, was accrued on the Mercer Note 1.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 and $ 15,247 , respectively, was accrued on the Mercer Note 1.

On April 11, 2023, an equity investment incentive in the amount of $ 209,452 representing 65% of the total amount due under the Mercer Note 1, along with original principal of $ 300,000 and accrued interest of $ 22,233 (a total of $ 531,685 ) was converted to 531 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $209,452, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Mercer Note 1.

At September 30, 2023, there were no amounts due under the Mercer Note 1.

On October 10, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to the Pinz Capital Special Opportunities Fund (“Pinz”), (the “Pinz Note”) with a due date of December 31, 2022 .

9 unchanged sentences

No transactions occurred pursuant to the Pinz Exchange Agreement during the year ended December 31, 2022.

See note 12 and 16.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,650 and $ 15,247 , respectively, was accrued on the Pinz Note.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,650 and $ 15,247 , respectively, was accrued on the Pinz Note.

On April 11, 2023, an equity investment incentive in the amount of $ 20,929 representing 65% of the total amount due under the Pinz Note, along with original principal of $ 30,000 and accrued interest of $ 2,198 (a total of $ 53,127 ) was converted to 54 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $20,929, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Pinz Note.

At September 30, 2023, there were no amounts due under the Pinz Note.

Mercer Note 2

1 unchanged sentence

The Mercer Note 2 is subject to the Series E Exchange Agreement whereby Mercer will exchange (a) amounts due under the Mercer Note 2 for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 2.

See note 122.

The Mercer Note 2 bears interest at the rate of 10% per annum which will accrue from the date of the note only if the Mercer Note 2 is not converted pursuant to the Series E Exchange Agreement by December 10, 2022.

6 unchanged sentences

Principal and accrued interest in the amounts $ 100,000 and $ 1,863 , respectively, were due on the Mercer Note 2 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 550 and $ 5,076 , respectively, was accrued on the Mercer Note 2.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 and $ 5,076 , respectively, was accrued on the Mercer Note 2.

On April 11, 2023, an equity investment incentive in the amount of $ 69,510 representing 65% of the total amount due under the Mercer Note 2, along with original principal of $ 100,000 and accrued interest of $ 6,939 (a total of $ 176,449 ) was converted to 177 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $69,510, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Mercer Note 2.

At September 30, 2023, there were no amounts due under the Mercer Note 2.

Mercer Note 3

8 unchanged sentences

Principal and accrued interest in the amounts $ 125,000 and $ 993 , respectively, were due on the Mercer Note 3 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 382 and $ 3,521 , respectively, was accrued on the Mercer Note 3.

Also during the three and six months ended June 30, 2023, discounts in the amount of $ 12,500 and $ 20,972 , respectively, were amortized to interest expense.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 and $ 3,521 , respectively, was accrued on the Mercer Note 3.

Also during the three and nine months ended September 30, 2023, discounts in the amount of $ 12,500 and $ 20,972 , respectively, were amortized to interest expense.

On April 11, 2023, an equity investment incentive in the amount of $ 67,934 representing 65% of the total amount due under the Mercer Note 3, along with original principal of $ 100,000 and accrued interest of $ 4,514 (a total of $ 172,448 ) was converted to 173 shares of the Company’s Series F Preferred Stock.

1 unchanged sentence

Other than the equity investment incentive of $67,934, there was no other gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At June 30, 2023, there were no amounts due under the Mercer Note 3.

At September 30, 2023, there were no amounts due under the Mercer Note 3.

These amounts are reflected in the table below:

September 30,

Notes Payable

2 unchanged sentences

Long-term portion, net of discount

Interest expense on notes payable was $ 93,881 and $ 50,321 for the three months ended June 30, 2023 and 2022, respectively;

interest expense on notes payable was $ 343,612 and $ 86,438 for the six months ended June 30, 2023 and 2022, respectively.

Accrued interest on notes payable was $ 203,007 and $ 362,094 at June 30, 2023 and December 31, 2022, respectively.

Interest expense on notes payable was $ 69,525 and $ 50,321 for the three months ended September 30, 2023 and 2022, respectively;

interest expense on notes payable was $ 413,137 and $ 86,438 for the nine months ended September 30, 2023 and 2022, respectively.

Accrued interest on notes payable was $ 187,264 and $ 362,094 at September 30, 2023 and December 31, 2022, respectively.

Notes Payable – Related Parties

1 unchanged sentence

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

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

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

The Howe Note 1 bears interest at the rate of 10% interest rate per annum and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five (5) business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

12 unchanged sentences

Principal and accrued interest in the amounts $ 1,100,000 and $ 106,795 , respectively, were due on the Howe Note 1 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 45,500 and $ 92,261 , respectively, was accrued on the Howe Note 1;

principal and accrued interest in the amount of $ 1,100,000 and $ 199,056 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 46,000 and $ 138,261 , respectively, was accrued on the Howe Note 1;

principal and accrued interest in the amount of $ 1,100,000 and $ 245,056 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Diamond Note 1

On February 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 175,000 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 1”).

On February 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 175,000 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 1”).

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

12 unchanged sentences

Principal and accrued interest in the amounts $ 192,500 and $ 16,052 , respectively, were due on the Diamond Note 1 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 7,962 and $ 16,061 , respectively, was accrued on the Diamond Note 1;

principal and accrued interest in the amount of $ 192,500 and $ 32,113 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 7,963 and $ 24,024 , respectively, was accrued on the Diamond Note 1

On September 29, 2023, an equity investment incentive in the amount of $ 151,174 representing 65% of the total amount due under the Diamond Note 1, along with original principal of $ 175,000 , premium of $ 17,500 , and accrued interest of $ 40,076 (a total of $ 383,750 ) was converted to 384 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 151,174 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Diamond Note 1.

Diamond Note 2

On March 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 2).

On March 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 2).

The Diamond Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

13 unchanged sentences

Principal and accrued interest in the amounts $ 23,529 and $ 1,676 , respectively, were due on the Diamond Note 2 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 0 was accrued on the Diamond Note 2;

principal and accrued interest in the amount of $ 23,529 and $ 1,699 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 0 was accrued on the Diamond Note 2

On September 29, 2023, an equity investment incentive in the amount of $ 16,398 representing 65% of the total amount due under the Diamond Note 2, along with the premium of $ 23,529 and accrued interest of $ 1,699 (a total of $ 41,626 ) was converted to 42 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 16,398 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Diamond Note 2.

Diamond Note 3

On April 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 3”).

On April 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 3”).

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

13 unchanged sentences

Principal and accrued interest in the amounts $ 258,823 and $ 17,586 , respectively, were due on the Diamond Note 3 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 10,706 and $ 21,538 , respectively, was accrued on the Diamond Note 3;

principal and accrued interest in the amount of $ 258,823 and $ 39,124 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 10,706 and $ 32,244 , respectively, was accrued on the Diamond Note 3.

On September 29, 2023, an equity investment incentive in the amount of $ 200,624 representing 65% of the total amount due under the Diamond Note 3, along with original principal of $ 235,294 , premium of $ 23,529 , and accrued interest of $ 49,830 (a total of $ 509,277 ) was converted to 509 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 200,624 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Diamond Note 3.

Diamond Note 4

On May 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 47,059 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 4”).

On May 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 47,059 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 4”).

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

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Principal and accrued interest in the amounts $ 51,765 and $ 3,245 , respectively, were due on the Diamond Note 4 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,141 and $ 4,305 was accrued on the Diamond Note 4;

principal and accrued interest in the amount of $ 51,765 and $ 7,550 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,141 and $ 6,446 was accrued on the Diamond Note 4.

On September 29, 2023, an equity investment incentive in the amount of $ 39,946 representing 65% of the total amount due under the Diamond Note 4, along with original principal of $ 47,059 , premium of $ 4,706 , and accrued interest of $ 9,691 (a total of $ 101,402 ) was converted to 101 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 200,624 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Diamond Note 4.

Diamond Note 5

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 5”).

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 5”).

The Diamond Note 5 bears interest at the rate of 10% 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 the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 64,705 and $ 3,929 , respectively, were due on the Diamond Note 5 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 2,676 and $ 5,378 , respectively, was accrued on the Diamond Note 5;

principal and accrued interest in the amount of $ 64,705 and $ 9,307 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 2,677 and $ 8,055 , respectively, was accrued on the Diamond Note 5.

On September 29, 2023, an equity investment incentive in the amount of $ 49,849 representing 65% of the total amount due under the Diamond Note 5, along with original principal of $ 58,824 , premium of $ 5,882 , and accrued interest of $ 11,984 (a total of $ 126,539 ) was converted to 127 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 200,624 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Diamond Note 5.

Lindstrom Note 1

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 41,176 in a related party transaction to Jenny Lindstrom, the Company’s Chief Legal Officer (the “Lindstrom Note 1”).

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 41,176 in a related party transaction to Jenny Lindstrom, who was the Company’s Chief Legal Officer (the “Lindstrom Note 1”).

The Lindstrom Note 1 bears interest at the rate of 10% 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 the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 45,294 and $ 2,750 , respectively, were due on the Lindstrom Note 1 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 1,874 and $ 3,765 , respectively, was accrued on the Lindstrom Note;

principal and accrued interest in the amount of $ 45,294 and $ 6,515 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 1,894 and $ 5,659 , respectively, was accrued on the Lindstrom Note;

principal and accrued interest in the amount of $ 45,294 and $ 8,409 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Dobbertin Note

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 17,647 in a related party transaction to Alexander Dobbertin (the “Dobbertin Note”).

Dobbertin is the spouse of Jenny Lindstrom, the Company’s Chief Legal Officer.

Dobbertin is the spouse of Jenny Lindstrom, who was the Company’s Chief Legal Officer.

The Dobbertin Note bears interest at the rate of 10 % 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 the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 19,412 and $ 1,179 , respectively, were due on the Dobbertin Note at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 803 and $ 1,614 was accrued on the Dobbertin Note;

principal and accrued interest in the amount of $ 19,412 and $ 2,793 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 811 and $ 2,425 , respectively, was accrued on the Dobbertin Note;

principal and accrued interest in the amount of $ 19,412 and $ 3,604 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On June 9, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 2”).

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

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

The Howe Note 2 bears interest at the rate of 10% 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 the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 330,000 and $ 18,888 , respectively, were due on the Howe Note 2 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 13,650 and $ 27,412 , respectively, was accrued on the Howe Note 2;

principal and accrued interest in the amount of $ 330,000 and $ 46,300 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 13,800 and $ 41,212 , respectively, was accrued on the Howe Note 2;

principal and accrued interest in the amount of $ 330,000 and $ 60,100 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 3”).

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

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

The Howe Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 330,000 and $ 15,436 , respectively, were due on the Howe Note 3 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 13,650 and $ 27,364 , respectively, was accrued on the Howe Note 3;

principal and accrued interest in the amount of $ 330,000 and $ 42,800 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 13,800 and $ 41,164 , respectively, was accrued on the Howe Note 3;

principal and accrued interest in the amount of $ 330,000 and $ 56,600 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

Iturregui Note 1

On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 in a related party transaction to Juan Carlos Iturregui, a member of the Company’s Board of Directors (the “Iturregui Note 1”).

On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 in a related party transaction to Juan Carlos Iturregui, who was a member of the Company’s Board of Directors (the “Iturregui Note 1”).

The Iturregui Note 1 bears interest at the rate of 10% per annum accrued monthly and 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.

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Principal and accrued interest in the amounts $ 32,353 and $ 1,313 , respectively, were due on the Iturregui Note 1 at December 31, 2022.

During the three and six months ended June 2023, interest in the amount of $ 1,338 and $ 2,543 , respectively, was accrued on the Iturregui Note 1;

principal and accrued interest in the amount of $ 32,353 and $ 3,856 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 2023, interest in the amount of $ 1,338 and $ 3,881 , respectively, was accrued on the Iturregui Note 1.

On September 29, 2023, an equity investment incentive in the amount of $ 24,406 representing 65% of the total amount due under the Iturregui Note 1, along with original principal of $ 29,412 , premium of $ 2,941 , and accrued interest of $ 5,194 (a total of $ 61,953 ) was converted to 62 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive of $ 24,406 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

At September 30, 2023, there were no amounts due under the Iturregui Note 1.

On August 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 4”).

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

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

The Howe Note 4 bears interest at the rate of 10% 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 the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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Principal and accrued interest in the amounts $ 220,000 and $ 8,756 , respectively, were due on the Howe Note 4 at December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 9,100 and $ 18,777 , respectively, was accrued on the Howe Note 4;

principal and accrued interest in the amount of $ 220,000 and $ 27,533 , respectively, were due on this note at June 30, 2023.

This note was in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 9,200 and $ 27,977 , respectively, was accrued on the Howe Note 4;

principal and accrued interest in the amount of $ 220,000 and $ 36,733 , respectively, were due on this note at September 30, 2023.

This note was in default at September 30, 2023.

November 29, 2022 Notes

On November 29, 2022, the Company issued seven identical promissory notes (the “November 29 Notes”) in related party transactions to the following individuals:

(1) Thomas Brodmerkel, the Company’s CFO and Board Member;

(2) Lawrence Diamond, the Company’s Chief Executive Officer and Board Member;

(3) Sheila Schweitzer, Board Member;

(1) Thomas Brodmerkel, who was the Company’s CFO and Board Member;

(2) Lawrence Diamond, who was the Company’s Chief Executive Officer and Board Member;

(3) Sheila Schweitzer, who was Board Member;

(4) Faraz Naqvi, a former Board Member;

(5) Juan Carlos Iturregui, Board Member;

(6) Jenny Lindstrom, the Company’s former Vice President and Chief Legal Officer;

(5) Juan Carlos Iturregui, who was a Board Member;

(6) Jenny Lindstrom, who was the Company’s former Vice President and Chief Legal Officer;

and (7) Michael C.

Howe, Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively, the “November 29 Lenders”).

Howe, who was the Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively, the “November 29 Lenders”).

The November 29 notes have due dates of May 28, 2023 .

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No transactions occurred pursuant to the November 29 Notes Exchange Agreements during the year ended December 31, 2022.

During the three and six months ended June 30, 2023, interest in the amount of $ 612 and $ 1,083 , respectively, was accrued on each of the November 29 Notes;

principal and accrued interest in the amount of $ 18,750 and $ 1,247 , respectively, were due on each of these notes at June 30, 2023.

These notes were in default at June 30, 2023.

During the three and nine months ended September 30, 2023, interest in the amount of $ 854 and $ 1,937 , respectively, was accrued on each of the November 29 Notes.

On September 29, 2023, three of the November 29 Lenders (1) Thomas Brodmerkel, (2) Lawrence Diamond, and (3) Faraz Naqvi converted their November 29 Notes into shares of the Company’s Series F Preferred Stock as follows:

Each of the noteholders converted an equity investment incentive in the amount of $ 13,553 representing 65% of the total amount due under the November 29 Note , along with original principal of $ 18,750 and accrued interest of $ 2,101 (a total of $ 34,404 ) into 34 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentives of $ 13,553 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

On September 29, 2023, one of the November 29 Lenders, Sheila Schweitzer, converted her November 29 Note into shares of the Company’s restricted common stock as follows:

principal of $ 18,750 and accrued interest of $ 2,101 were converted at a price of $ 0.80 per share into 26,064 shares of the Company’s common stock.

At September 30, 2023, there were no amounts due under the converted notes;

there was principal and interest in the aggregate amount of $ 56,250 and $ 6,303 , respectively, due on the three November 29 Notes that were not converted.

These amounts are reflected in the table below:

September 30,

Notes Payable

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Long-term portion, net of discount

Interest expense on notes payable – related parties was $ 113,684 and $ 37,667 for the three months ended June 30, 2023 and 2022, respectively;

interest expense on notes payable – related parties was $ 228,622 and $ 64,841 for the six months ended June 30, 2023 and 2022, respectively.

Accrued interest on notes payable – related parties was $ 427,375 and $ 198,753 at June 30, 2023 and December 31, 2022, respectively.

Interest expense on notes payable – related parties was $ 116,308 and $ 27,174 for the three months ended September 30, 2023 and 2022, respectively;

interest expense on notes payable – related parties was $ 358,894 and $ 120,866 for the nine months ended September 30, 2023 and 2022, respectively.

Accrued interest on notes payable – related parties was $ 416,805 and $ 198,753 at September 30, 2023 and December 31, 2022, respectively.

Derivative Liabilities

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The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end.

Derivative liability activity for the for the periods ended June 30, 2023, December 31, 2022 and 2021 is summarized in the table below:

December 31, 2020

Settled upon conversion or exercise

Loss on revaluation

Derivative liability activity for the for the periods ended September 30, 2023, December 31, 2022 and 2021 is summarized in the table below:

December 31, 2021

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Loss on revaluation

June 30, 2023

September 30, 2023

The Company uses a Monte Carlo model to value certain features of its notes payable that create derivative liabilities.

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4.35 % to 4.37

September 30,

159.6 % to 540.40

0.025 to 1.44

Risk-free interest rates

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

5,138,575 shares were issued and outstanding on June 30, 2023.

Common Stock Transactions During the Six Months Ended June 30, 2023

5,544,519 shares were issued and outstanding on September 30, 2023.

Common Stock Transactions During the Nine Months Ended September 30, 2023

On January 23, 2023, the Company issued 150,000 shares of common stock at the market price of $ 3.45 per share to a service provider.

The aggregate value of $ 517,500 was charged to operations during the six months ended June 30, 2023.

The aggregate value of $ 517,500 was charged to operations during the nine months ended September 30, 2023.

On February 21, 2023, the Company issued 150,000 shares of common stock at the market price of $ 2.53 per share to a service provider.

The aggregate value of $ 379,500 was charged to operations during the six months ended June 30, 2023.

During the six months ended June 30, 2023, GS Capital converted principal and accrued interest in a convertible note payable into shares of common stock as follows:

The aggregate value of $ 379,500 was charged to operations during the nine months ended September 30, 2023.

During the nine months ended September 30, 2023, GS Capital converted principal and accrued interest in a convertible note payable into shares of common stock as follows:

On February 14, 2023, principal of $ 15,000 and accrued interest of $ 1,632 were converted at a price of $ 1.74 per share into 9,846 shares of common stock;

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These shares had been carried on the Company balance sheet as Common Stock Subscribed.

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

On August 21, 2023, the Company issued 131,362 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 105,089 .

A gain in the amount of $ 59,112 was recorded on this transaction.

On August 21, 2023, the Company issued 43,750 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 35,000 .

A gain in the amount of $ 19,687 was recorded on this transaction.

On August 21, 2023, the Company issued 49,226 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 39,380 .

A gain in the amount of $ 22,151 was recorded on this transaction.

Effective September 29, 2023, the Company’s now former Chief Operating Officer and now former board member converted a note in the amount of $ 18,750 , accrued interest of $ 2,101 , accrued salary of $ 64,434 , and board of director fees of $ 60,000 (a total of $ 145,285 ) at a price of $ 0.80 per share into 181,606 shares of the Company’s common stock.

A gain in the amount of $ 138,531 was recorded on this transaction.

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 June 22, 2022, the Company issued 8,600 shares of common stock at fair value of $ 10.45 per share to Anson East and an additional 25,800 shares of common stock at a fair value of $ 10.45 per share to Anson Investments as a commitment fee.

On July 7, 2022, the Company issued 2,412 shares of common stock to William Mackay at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.45 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 2,412 shares of common stock at a price of $ 25.00 to Mr.

Mackay pursuant to the Mackay Note.

On July 7, 2022, the Company issued 193 shares of common stock to Charlies Schrier at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.45 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 193 shares of common stock at a price of $ 12.50 to Mr.

Schrier pursuant to the Schrier Note.

On July 21, 2022, the Company issued 241 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.23 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 241 shares of common stock at a price of $ 12.50 to Mr.

Iturregui pursuant to the Iturregui Note.

On July 21, 2022, the Company issued 2,460 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.23 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 2,460 shares of common stock at a price of $ 12.50 to the Michael C.

Howe Living Trust pursuant to the Howe Note 3.

On July 26, 2022, the Company issued 482 shares of common stock to Eric S.

Nommsen at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.84 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 482 shares of common stock at a price of $ 12.50 to Mr.

Nommsen pursuant to the Nommsen Note.

On July 27, 2022, the Company issued 482 shares of common stock to James H.

Caplan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.94 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 482 shares of common stock at a price of $ 12.50 to Mr.

Caplan pursuant to the Caplan Note.

On August 4, 2022, the Company issued a total of 241 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.42 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 241 shares of common stock at a price of $ 12.50 to the holders of the Finnegan Note 3.

On August 4, 2022, the Company issued 984 shares of common stock to Jack Enright at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.42 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 12,064 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 $ 6.42 per share or $ 77,448 .

On August 18, 2022, the Company issued 1,640 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.57 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 582 shares of common stock to John Mitchell at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.37 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 492 shares of common stock to Frank Lightmas at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.37 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 246 shares of common stock to Lisa Lewis at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.37 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 246 shares of common stock to Sharon Goff at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.37 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 820 shares of common stock to Cliff Hagan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.75 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 1,640 shares of common stock to Darling Capital at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.60 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 410 shares of common stock to Mack Leath at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.00 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 .

Preferred Stock

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We have designated 500,000 shares as series A Preferred, 3,000,000 shares as Series C Preferred, 10,000,000 shares as Series D Preferred, 10,000 shares as Series E Preferred, 140,000 as Series F Preferred, and 27,324 shares as Series X Preferred.

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2023

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

Series A Preferred Stock Transactions During the Nine Months Ended September 30, 2023

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

Series C Preferred Stock

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2023

Series C Preferred Stock Transactions During the Nine Months Ended September 30, 2023

The Company accrued dividends in the amount of $ 17,603 on the Series C Preferred Stock.

On April 11, 2023, a total of 1,047,619 shares of Series C Preferred Stock with a stated value of $ 1,100,000 , accrued dividends in the amount $ 171,109 , and equity investment incentives in the amount of $ 1,016,888 were exchanged for 2,289 shares of Series F Preferred Stock.

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

The Company accrued dividends in the amount of $ 32,955 on the Series C Preferred Stock.

Series C Preferred Stock Transactions 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 D Preferred Stock

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2023

Series D Preferred Stock Transactions During the Nine Months Ended September 30, 2023

The Company accrued dividends in the amount of $ 76,307 on the Series D Preferred Stock.

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There was no gain or loss recorded in connection with these transactions.

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

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

The Company accrued dividends in the amount of $ 96,847 on the Series D Preferred Stock.

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The number of shares issuable upon conversion will be calculated as the liquidation preference of the Series F Preferred stock plus any accrued but unpaid dividends divided by the conversion price.

Series F Preferred Stock Transactions During the Six Months Ended June 30, 2023

Series F Preferred Stock Transactions During the Nine Months Ended September 30, 2023

On April 11, 2023, the Company issued a total of 8,116 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to nine investors upon the conversion of notes payable.

The total amount converted was $ 8,111,334 , consisting of principal $ 3,602,059 , default penalties of $ 888,889 , fees of $ 60,000 , accrued interest of $ 365,012 , and equity investment incentives of $ 3,195,374 .

There were no gains or losses recorded in connection with these transactions.

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

On April 11, 2023, the Company issued a total of 2,289 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to two investors upon the conversion of Series C Preferred Stock.

The total amount converted was $ 2,287,997 , consisting of the Series C Preferred Stock stated value of $ 1,100,000 , accrued dividends of $ 171,109 , and equity investment incentives of $ 1,016,888 .

There were no gains or losses recorded in connection with these transactions.

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

On April 11, 2023, the Company issued a total of 4,055 shares of Series F Preferred Stock to two investors at its liquidation value of $ 1,000 per share upon the conversion of Series D Preferred Stock.

The total amount converted was $ 4,055,005 consisting of the Series D Preferred Stock stated value of $ 2,467,500 , accrued dividends of $ 215,659 , and equity investment incentives of $ 1,371,846 .

There were no gains or losses recorded in connection with these transactions.

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

On April 11, 2023, the Company sold a total of 1,746 shares of Series F Preferred Stock to three investors at its liquidation value of $ 1,000 per share for cash.

The total value of Series F Preferred Stock of issued was $ 1,745,000 consisting of cash proceeds of $ 900,000 and an equity investment incentive of $ 845,000 .

There were no gains or losses recorded in connection with these transactions.

On April 11, 2023, the Company issued a total of 147 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to two service providers for accounts payable in the amount of $ 146,214 .

The total value of Series F Preferred Stock of issued was $ 1,745,000 consisting of cash proceeds of $ 900,000 and an equity investment incentive of $ 845,000 , less costs of $ 161,500 .

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

On June 29, 2023, the Company issued a total of 147 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to two service providers for accounts payable in the amount of $ 146,214 .

There was no gain or loss recorded on these transactions.

On September 29, 2023, the Company issued a total of 2,138 shares of Series F Preferred Stock to three related parties at its liquidation value of $ 1,000 per share upon the conversion of notes payable in the amount of $ 601,839 , premium on notes payable of $ 78,087 , accrued interest of $ 124,777 , accrued salary of $ 376,625 , accrued board fees of $ 112,500 , and equity investment incentives of $ 843,228 .

Other than the equity investment incentives, there were no gains or losses recorded in connection with these transactions.

On September 29, 2023, the Company issued a total of 911 shares of Series F Preferred Stock to two investors at its liquidation value of $1,000 per share upon the conversion of notes payable in the aggregate amount of $ 414,118 , premium on notes payable in the aggregate amount of $ 41,412 , accrued interest in the aggregate amount of $ 84,187 , and fees of $ 10,000 , and equity investment incentive of $ 360,385 .

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

The Company accrued dividends in the amount of $ 940,769 on the Series F Preferred Stock.

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

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

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, 2023 and December 31, 2022.

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, 2023 and December 31, 2022.

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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The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration.

Beginning in July 2023 the Company elected to use a price per share of $ .80 , a 20 % discount to the average price of its common stock of $ 1.00 , before the trading of its common stock was moved to the OTC Expert Market system.

Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders.

Series X Preferred Stock Transactions During the Six Months Ended June 30, 2023

During the six months ended June 30, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 30,283 .

Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 45,423 .

Of this amount, a total of $ 5,905 was payable to officers and directors, $ 23,620 was payable to a related party shareholder, and $ 15,898 was payable to non-related parties.

During the six months ended June 30, 2023, the Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred Stock.

During the nine months ended September 30, 2023, the Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 3,739 shares were issued to officers and directors, 14,586 were issued to a related party shareholder, and 9,950 were issued to non-related parties.

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

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

On June 7, 2022, the Company issued 8,103 shares of common stock at an average price of $ 10.75 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.

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

Stock Options

The following table summarizes the options outstanding at June 30, 2023 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, 2023 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 ($) (A)

Exercise Price ($)

Outstanding at December 31, 2022

Outstanding at June 30, 2023

Outstanding at September 30, 2023

Options vested and exercisable

At June 30, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2.1 million.

The following table summarizes the warrants outstanding on June 30, 2023, and the related prices for the warrants to purchase shares of the Company’s common stock:

At September 30, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $ 0.8 million.

The following table summarizes the warrants outstanding on September 30, 2023, and the related prices for the warrants to purchase shares of the Company’s common stock:

Weighted- Average

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Outstanding on December 31, 2022

Outstanding on June 30, 2023

Outstanding on September 30, 2023

Fair Value Measurements

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at June 30, 2023 and December 31, 2022.

June 30, 2023

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at September 30, 2023 and December 31, 2022.

September 30, 2023

Derivative liabilities

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The Company expects to resolve it for nominal consideration.

Mediation has been scheduled for January 30, 2024.

On October 25, 2022, the Company was notified that a vendor filed a lawsuit related to a contract dispute naming both The Good Clinic and The CEO of the Good Clinic.

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The deadline under the Minnesota Rules of Civil Procedure for filing an answer has passed.

Accordingly, the plaintiff could seek a default judgment at any time.

Accordingly, the plaintiff could seek a default judgment at any time See note 16.

Louis Park clinic possession was relinquished in April 2023.

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We proposed to our attorney a settlement approach using a zero coupon note with common stock used as collateral.

On November 1, 2023, were notified that the landlord had rejected our settlement proposal and wishes to proceed with the lawsuit.

On November 1, 2023, we were notified that the landlord had rejected our settlement proposal and wishes to proceed with the lawsuit.

At that time, plaintiff Excelsior & Grand Apartments, LLC submitted interrogatories and request for the production of documents.

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Issuance of Common Stock

On August 21, 2023, the Company issued 131,362 shares of common stock to a service provider at a price of $ 0.80 per share for accounts payable in the amount of $ 105,089 .

On August 29, 2023, the Company issued 43,750 shares of common stock to a service provider at a price of $ 0.80 per share for accounts payable in the amount of $ 35,000 .

On September 28, 2023, the Company issued 49,226 shares of common stock to a service provider at a price of $ 0.80 per share for accounts payable in the amount of $ 39,380 .

On October 10, 2023, the Company issued 23,438 shares of common stock to a service provider at a price of $ 0.80 per share for accounts payable in the amount of $ 18,750 .

On November 17, 2023, the Company issued 181,606 shares of common stock at a price of $ 0.80 per share to its Chief Operating Officer and Board Member for notes payable, accrued interest, conversion premium, payoff bonus, accrued salary, and board fees in the aggregate amount of $ 145,285 .

Issuance of Series F Preferred Stock

On September 29, 2023, the Company issued 1,510 shares of Series F Preferred Stock at a price of $ 1,000 per share to Larry Diamond, its CEO and a Board Member, for notes payable, accrued interest, conversion premium, payoff bonus, and accrued salary in the aggregate amount of $ 1,509,586 .

On September 29, 2023, the Company issued 286 shares of Series F Preferred Stock at a price of $ 1,000 per share to Tom Brodmerkel, its CFO and a Board Member, for notes payable, accrued interest, conversion premium, payoff bonus, accrued salary, and accrued board fees in the aggregate amount of $ 285,698 .

On September 29, 2023, the Company issued 210 shares of Series F Preferred Stock at a price of $ 1,000 per share to Juan Carlos Iturregui, a Board Member, for notes payable, accrued interest, conversion premium, payoff bonus, and accrued board fees in the aggregate amount of $ 209,970 .

On September 29, 2023, the Company issued 656 shares of Series F Preferred Stock at a price of $ 1,000 per share to an investor for notes payable, conversion premium, accrued interest, payoff bonus, and accrued fees in the aggregate amount of $ 655,606 .

On September 29, 2023, the Company issued 50 shares of Series F Preferred Stock at a price of $ 1,000 per share to an investor for notes payable, conversion premium, accrued interest, and payoff bonus in the aggregate amount of $ 49,825 .

On September 29, 2023, the Company issued 255 shares of Series F Preferred Stock at a price of $ 1,000 per share to an investor for notes payable, conversion premium, accrued interest, and payoff bonus in the aggregate amount of $ 254,496 .

Appointment of Director

On July 17, 2023, Mr.

Allen Plunk was appointed to the Board of Directors of the Company.

Payment Plan for SBA Loan

On July 12, 2023, the Company received a restructured payment plan for the SBA Loan.

The terms of the plan call for payments in the amount of $ 2,595 each month until the loan is paid in full.

Redomestication from Delaware to Nevada

On August 29, 2023, the Company’s shareholders approved the Redomestication of the Company from Delaware to Nevada, and on October 13, 2023, the Company effected the Redomestication by filing (i) a certificate of conversion with the Secretary of State of the State of Delaware (the “Delaware Certificate of Conversion”); (ii) articles of conversion with the Secretary of State of the State of Nevada (the “Nevada Articles of Conversion”); and (iii) articles of incorporation with the Secretary of State of the State of Nevada (the “Nevada Articles of Incorporation”).

Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “Nevada Bylaws”).

Resignation of Director

On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock.

Court Order Stipulating Judgments

Gardner Builders

On November 14, 2023, the District Court, City and County of Denver, Colorado, in Case Number 2022CV33173 consolidated with Case Number 2022cv33653, stipulated an entry of judgment against the Company’s subsidiary The Good Clinic, LLC, and in favor of Gardner Builders Minneapolis, LLC, in the amount of $ 348,764 and interest at the rate of 12 % per annum until the amount is paid in full.

A Summary Judgment was granted December 4, 2023 in the amount of $ 488,491 .

Plaintiff has submitted a separate request for attorneys’ fees, and we are awaiting entry of final judgment.

A Stipulation for Judgment was filed December 21, 2023 in the amount of $ 421,678 .

The stipulated judgment includes $ 178,542 in unpaid back rent, $ 172,124 in resolution of mechanics’ liens, and $ 64,600 in attorneys’ fees.

We are awaiting a final entry of judgment by the Court.

Louis Park Clinic

Excelsior & Grand provided a proposed Settlement Agreement and Confession of Judgment in the amount of $ 421,678 .

We have countered with a redline of the proposed Settlement Agreement in the amount of $256,727 which includes amounts for unpaid rent, resolution of mechanics’ liens, and attorneys’ fees.

Plaintiffs’ counsel has provided our counterproposal to Excelsior & Grand.

Debt Exchange Agreement

On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C.

Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $ 2.5 million.

Consideration consisted of cancelling existing notes payable and accrued interest owed to Mr.

Howe in the amount of approximately $2.5 million.

The Company expects to recognize a gain on this transaction in the amount of approximately $2.5 million.

Significant liabilities remain in The Good Clinic, LLC.

On December 8, 2023, Mr.

Howe also exchanged (i) 500,000 shares of Series D Preferred Stock with a stated value of approximately $ 0.5 million and accrued dividends of approximately $ 67,000 , and (ii) accrued salary owed to Mr.

Howe in the amount of approximately $ 38,000 plus a conversion incentive of 65% or approximately $ 25,000 for 655 shares of the Company’s Series F Preferred Stock with a liquidation value of approximately $ 0.6 million.

Other than the conversion of incentive of the approximately $ 25,000 , there was no gain or loss recorded on this transaction.

On December 8, 2023, Mr.

Howe also exchanged accrued salary in the amount of $ 39,300 plus a conversion premium in the amount of 65% or approximately $ 25,545 for 65 shares of the Company’s Series F Preferred Stock with a liquidation value of approximately $ 65,000 .

Other than the conversion of incentive of the approximately $ 25,554 , there was no gain or loss recorded on this transaction.

Resignation of Directors

On November 7, 2023, Mr.

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Iturregui to resign was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies or practices of the Company but related to his transition to public service on a full-time basis.

Court Order Stipulating Judgment

On December 12, 2023, Mr.

Allen Plunk resigned from his position as a director.

The decision by Mr.

Plunk to resign was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies, or practices of the Company but related to personal matters.

On December 15, 2023, Mr.

Larry Diamond resigned from all positions including the Board of Directors, CEO of Mitesco and all positions related to The Good Clinic, LLC and its sole member Mitesco N.A.

The decision by Mr.

Diamond to resign was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies, or practices of the Company but related to personal matters.

On December 15, 2023, Mr.

Tom Brodmerkel resigned from his position as Chief Financial Officer and a director.

The decision by Mr.

Brodmerkel to resign was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies, or practices of the Company but related to personal matters.

On December 19, 2023, Ms.

Sheila Schwartz resigned from her position as Chief Operating Officer and a director, citing a limited time availability to support the needs of the Company.

Appointment of Directors

During December 2023, the following appointments were made to the Board of Directors:

Leath will serve as CEO, CFO and Chairman of the Board of Directors.

Leath is a senior executive with 30 + years’ experience in business management, including a number of rapid growth and start-up situations.

He has been a sales and marketing professional in Petro-chemical distribution, software and construction related products as well as healthcare.

His roles include financial management and capital markets.

He has previously served on the Board of the Company from September 2016 until May 2017 where he assisted in restructuring and evaluating various business situations.

Leath provided bridge financing to the Company in September 2022 which remains unpaid.

Jordan Balencic

Balencic will serve as a board member.

Balencic’s history includes positions in both the healthcare arena, and as an entrepreneur.

His healthcare experience is as follows:

From October 2016 until the present, he has served as the Service Chief, Medical Director, and a staff physician for Home Based Primary Care (HBPC) November for the U.S.

Department of Veterans Affairs, Veterans Health Administration, Lebanon, PA (Lebanon VA Medical Center).

John Mitchell

Mitchell will serve as Secretary and Treasurer.

Mitchell has been an independent business owner and advisor since 2001 until the present with an emphasis on the lighting and electrical products area in the yachting industry, as well as certain home improvement business activities.

From 1997 until 2001 he was employed by Microsoft Corporation as a recruiter.

From 1989 until 1997 Mr.

Mitchell served in the U.S.

Marine Corps, most recently as Sergeant E-5.

Mitchell provided bridge financing to the Company in September 2022, which remains unpaid.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The clinics operated under the name The Good Clinic.

The Company performed on the strategy and began implementing growth plans for The Good Clinic with limited funding.

The Company believed that upon execution of the business plan additional capital would be available on acceptable terms.

However, the markets were not favorable to funding and as the Covid-19 pandemic lingered on, the Company was unsuccessful accessing adequate capital when needed, therefore in late 2022 the decision was made to close the clinics.

As a result, Mitesco currently has no operating business.

Since the beginning of 2023, the Company has focused on winding down operations of The Good Clinic along with reducing other costs.

To that purpose the Company has terminated all but 4 employees;

management and the Board members are not taking cash compensation, and there are ongoing discussions to convert amounts owed to equity.

We are also selling the remaining assets consisting of furniture, equipment, and supplies;

the funds generated from the sale of assets will be used primarily to cover the costs of our SEC filings.

We have also completed the process of redomiciling from Delaware to Nevada.

However, the business failed to achieve profitability, and the markets were not favorable to additional funding, therefore in late 2022 the decision was made to close the clinics.

As a result, Mitesco currently has no operating business other than the winding down of its previous operations.

Since the beginning of 2023, the Company has focused on winding down operations of The Good Clinic along with reducing other costs and there are ongoing discussions to convert amounts owed to equity.

Through November 2023 we sold the majority of the remaining assets consisting of furniture, equipment, and supplies;

the funds generated from the sale of assets will be used primarily to cover the costs of our SEC filings and legal costs related to the winding down of previous operations.

On October 13, 2023, we completed our Redomestication from Delaware to Nevada.

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period of any future periods.

Results of discontinued operations are excluded from the accompanying results of operations for all periods presented, unless otherwise noted.

See Note 3 – discontinued operations in the accompanying notes to consolidated financial statements.

Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Three Months Ended June 30, 2023 and 2022

The Company recognized revenue of $0 for the three months ended June 30, 2023, compared to approximately $0.2 million for the three months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

Comparison of the Three Months Ended September 30, 2023 and 2022

The Company recognized revenue of $0 for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

Cost of Sales

The Company incurred $5,601 of cost of goods sold for the three months ended June 30, 2023, compared to $0.6 million for the three months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

The Company incurred $0 of cost of goods sold for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

Gross Profit/(Loss)

Our gross loss was $5,601 for the three months ended June 30, 2023, compared to gross loss of $0.4 million for the three months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

Our gross loss was $0 for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

Operating Expenses

Our total operating expenses for the three months ended June 30, 2023, were approximately $0.8 million.

Our total operating expenses for the three months ended September 30, 2023, were approximately $0.3 million.

For the comparable period in 2022, the operating expenses were approximately $0.9 million.

The decrease is the result of the discontinuation of the Company’s clinic operations.

During the current period we fully impaired our remaining fixed assets in the amount of $71,569.

General and administrative expenses for the three months ended June 30, 2023 were comprised primarily of share based payments to service providers of $0.9, payroll and related costs of $0.3 million, building and facility costs of $0.3 million, vendor finance charges of $0.1 million, advertising and marketing costs of $0.07 million, and IT/website costs of $0.07 million.

General and administrative expenses for the three months ended June 30, 2022 were comprised primarily of $0.8 million in payroll and payroll taxes, $0.4 office and clinic supplies and services, $0.3 million in legal and professional fees, $0.2 million in non-cash compensation, and $0.2 million in depreciation.

The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

General and administrative expenses for the three months ended September 30, 2023 were comprised primarily of payroll and related costs of approximately $0.2 million and legal and professional fees of approximately $0.1 million

General and administrative expenses for the three months ended September 30, 2022 were comprised primarily of payroll and related costs of approximately $0.4 million, legal and professional fees of approximately $0.2 million, and share based compensation of approximately $0.1 million.

Other Income and Expenses

Interest expense was approximately $0.1 million for the three months ended June 30, 2023, compared to approximately $0.9 million for the three months ended June 30, 2022.

Interest expense – related parties was approximately $0.1 million for the three months ended June 30, 2023, compared to approximately $0 in the prior period.

During the three months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded financing costs of $18,617.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded a gain on sale of assets of $20,097.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

Interest expense was approximately $70,000 for the three months ended September 30, 2023, compared to approximately $1.7 million for the three months ended September 30, 2022.

Interest expense – related parties was approximately $0.1 million for the three months ended September 30, 2023, compared to approximately $0 in the prior period.

During the three months ended September 30, 2023, we recorded equity investment incentives of approximately $1.2 million.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2022, we recorded a loss on waiver and commitment fee shares of $11,619.

During the three months ended September 30, 2022, we recorded a loss on waiver and commitment fee shares in the amount of approximately $14,000.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a loss on legal settlement of $18,759.

During the three months ended September 30, 2023, we recorded other income of $40,622.

There were no comparable transactions in the prior period.

During the three months ended June 30, 2023, we recorded a gain on revaluation of derivative liabilities of $39,738 compared to a loss of $153,424 in the prior period.

The Company accrued Preferred Stock dividends of approximately $0.5 million including $59,125 to related parties compared to $80,392 including $62,322 to related parties for the three months ended June 30, 2022.

During the three months ended September 30, 2023, we recorded a gain on conversion of notes and accounts payable to common stock – related party in the amount of approximately $0.1 million.

There were no comparable transactions in the current period.

During the three months ended September 30, 2023, we recorded a gain on conversion of notes and accounts payable to common stock in the amount of approximately $20,000 compared to a loss of approximately $10,000 in the prior period.

During the three months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $14,725 compared to a loss of $37,977 in the prior period.

The Company accrued Preferred Stock dividends of approximately $0.5 million including $1,236 to related parties compared to approximately $0.1 million including $28,389 to related parties for the three months ended September 30, 2022.

The increase was due to accrued dividends on the Series F Preferred Stock.

For the three months ended June 30, 2023, we had a net loss available to common shareholders of approximately $8.0 million, or a net loss per share, basic and diluted of ($1.55) compared to a net loss available to common shareholders of approximately $3.9 million, or a net loss per share, basic and diluted of ($0.88), for the three months ended June 30, 2022.

Comparison of the Six Months Ended June 30, 2023 and 2022

The Company recognized revenue of $0 for the six months ended June 30, 2023, compared to approximately $0.3 million for the six months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

For the three months ended September 30, 2023, we had a net loss available to common shareholders from continuing operations of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.39) compared to a net loss available to common shareholders from continuing operations of approximately $2.6 million, or a net loss per share, basic and diluted of ($0.59), for the three months ended September 30, 2022.

For the three months ended September 30, 2023, we had a net loss available to common shareholders from discontinued operations of approximately $15,000 million, or a net loss per share, basic and diluted of ($0.00) compared to a net loss available to common shareholders from discontinued operations of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.32), for the three months ended September 30, 2022.

Comparison of the Nine Months Ended September 30, 2023 and 2022

The Company recognized revenue of $0 for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations.

Cost of Sales

The Company incurred $8,020 of cost of goods sold for the six months ended June 30, 2023, compared to approximately $1.2 million for the six months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

The Company incurred $0 of cost of goods sold for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations.

Gross Profit/(Loss)

Our gross loss was approximately $8,000 for the six months ended June 30, 2023, compared to gross loss of approximately $0.9 million for the six months ended June 30, 2022.

The decrease is the result of the discontinuation of the Company’s clinic operations.

Our gross loss was $0 for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

Operating Expenses

Our total operating expenses for the six months ended June 30, 2023, were approximately $2.8 million.

Our total operating expenses for the nine months ended September 30, 2023, were approximately $2.4 million.

For the comparable period in 2022, the operating expenses were approximately $3.1 million.

The increase is the result of the discontinuation of the Company’s clinic operations.

During the current period we fully impaired our remaining operating assets in the amount of approximately $2.3 million.

General and administrative expenses for the six months ended June 30, 2023 were comprised primarily of share based payments to service providers of $0.9 million, payroll and related costs of $0.5 million, building and facility costs of $0.5 million, legal, professional, and accounting costs of $0.2 million, advertising and marketing costs of $0.1 million, vendor finance charges of $0.1 million, advertising and marketing costs of $0.1 million, and IT/website costs of $0.1 million.

General and administrative expenses for the six months ended June 30, 2022 were comprised primarily of $0.1 million in payroll and payroll taxes, $0.4 million in legal and professional fees and $0.1 million in consulting fees.

The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

General and administrative expenses for the nine months ended September 30, 2023 were comprised primarily of share based compensation of approximately $0.9 million, payroll and related costs of approximately $0.7 million, and legal and professional costs of approximately $0.4 million.

General and administrative expenses for the nine months ended September 30, 2022 were comprised primarily of payroll and related costs of approximately $1.2 million, legal and professional costs of approximately $0.7 million, and share based compensation of approximately $0.5 million.

Other Income and Expenses

Interest expense was approximately $1.5 million for the six months ended June 30, 2023, compared to approximately $1.7 million for the six months ended June 30, 2022.

Interest expense – related parties was approximately $0.2 million for the six months ended June 30, 2023, compared to $0 in the prior period.

During the six months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded financing costs of $18,617.

Interest expense was approximately $1.6 million for the nine months ended September 30, 2023, compared to approximately $3.4 million for the nine months ended September 30, 2022.

Interest expense – related parties was approximately $0.4 million for the nine months ended September 30, 2023, compared to approximately $0 million in the prior period.

During the nine months ended September 30, 2023, we recorded equity investment incentives of approximately $7.6 million.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded a gain on termination of operating lease of approximately $0.3 million.

During the nine months ended September 30, 2023, we recorded a gain on forgiveness of debt of $25,000.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000.

During the nine months ended September 30, 2023, we recorded a loss on settlement of true-up obligation of $0.1 million.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded a gain on sale of assets of $20,097.

During the nine months ended September 30, 2022, we recorded a gain on waiver and commitment fee shares of $0.2 million.

There were no comparable transactions in the current period.

During the nine months ended September 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092.

During the nine months ended September 30, 2023, we recorded a gain on sale of assets in the amount of approximately $9,000.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

During the three months ended September 30, 2023, we recorded other income of $40,622.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2022, we recorded a loss on waiver and commitment fee shares of $186,654.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a loss on legal settlement of $18,759.

During the nine months ended September 30, 2023, we recorded a loss on legal settlement of $18,759.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2022, we recorded a gain on settlement of accrued salary of $15,032.

There were no comparable transactions in the current period.

During the six months ended June 30, 2022, we recorded a loss on settlement of accounts payable of $78,235.

During the nine months ended September 30, 2022, we recorded a gain on settlement of accrued salary of $15,032.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a loss on revaluation of derivative liabilities of $71,040 compared to a loss of $73,587 in the prior period.

During the nine months ended September 30, 2023, we recorded a gain on settlement of notes and accounts payable to a related party of approximately $0.1 million;

there was no comparable transaction in the prior period.

During the nine months ended September 30, 2023, we recorded a gain on settlement of notes and accounts payable of approximately $20,000 compared to a loss of approximately $0.1 million in the prior period.

During the nine months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $0.1 million compared to a loss of approximately $0.1 million in the prior period.

The Company accrued Preferred Stock dividends of approximately $1.0 million including $78,357 to related parties in the nine months ended September 30, 2023, compared to approximately $0.2 million including $54,977 to related parties for the nine months ended September 30, 2022.

The increase was due to accrued dividends on the Series F Preferred Stock.

For the six months ended June 30, 2023, we had a net loss available to common shareholders of approximately $13.7 million, or a net loss per share, basic and diluted of ($2.76) compared to a net loss available to common shareholders of approximately $7.6 million, or a net loss per share, basic and diluted of ($1.75), for the six months ended June 30, 2022.

For the nine months ended September 30, 2023, we had a net loss available to common shareholders of approximately $15.8 million, or a net loss per share, basic and diluted of ($3.14) compared to a net loss available to common shareholders of approximately $11.8 million, or a net loss per share, basic and diluted of ($2.67), for the nine months ended September 30, 2022.

Liquidity and Capital Resources

To date, we have not generated sufficient revenue from operations to support our operations.

We have financed our operations through the sale of equity securities and short-term borrowings.

As of November 30, 2023, we had cash of approximately $45,000 compared to cash of approximately $36,000 as of December 31, 2022.

Net cash used in operating activities was approximately $0.5 million for the six months ended June 30, 2023.

This is the result of the discontinuation of the Company’s clinic operations.

Cash used in operations for the six months ended June 30, 2022, was approximately $4.0 million.

Net cash used in investing activities was $0 for the six months ended June 30, 2023 compared to approximately $190,000 for the six months ended June 30, 2022.

Net cash provided by financing activities for the six months ended June 30, 2023, was $0.7 million, compared to $3.1 million for the three months ended June 30, 2022.

At June 30, 2023, we had the following current liabilities which are payable in cash:

We have financed our operations through sale of equity securities and short-term borrowings.

As of February 6, 2024, we had cash of approximately $12,000 compared to cash of approximately $36,000 as of December 31, 2022.

Net cash used in operating activities was approximately $0.8 million for the nine months ended September 30, 2023.

This is the result of the winding down of the Company’s clinic operations.

Cash used in operations for the nine months ended September 30, 2022, was approximately $5.5 million.

Net received from in investing activities was approximately $0.1 million for the nine months ended September 30, 2023 compared to approximately $0.2 million for the nine months ended September 30, 2022.

Net cash provided by financing activities for the nine months ended September 30, 2023, was approximately $0.7 million, compared to approximately $4.5 million for the three months ended September 30, 2022.

At September 30, 2023, we had the following current liabilities which are payable in cash:

Accounts payable and accrued liabilities of $1.9 million;

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We also have the following liabilities which are payable in stock:

derivative liabilities of $0.1 million, preferred stock dividends of $0.5, and preferred stock dividends payable to related parties of $30,000.

derivative liabilities of $0.2 million, preferred stock dividends of $1.0 million, and preferred stock dividends payable to related parties of $0.1 million.

We have undertaken the following action plan to improve our liquidity:

(i) We have raised approximately $194,000 from the sale of office equipment, supplies, and other assets;

(ii) several institutional investors have invested in our Seres F Preferred Stock;

(ii) several institutional investors have invested in our Series F Preferred Stock;

(iii) we have restructured our SBA Loan;

(iv) we are negotiating with vendors to convert our accounts payable into common stock or Series F Preferred stock, (iv) We are negotiating with lenders to convert our notes payable into Series F Preferred Stock, or revise the terms of the notes;

(iv) we are negotiating with vendors to convert our accounts payable into common stock or Series F Preferred stock, (iv) We are negotiating with lenders to convert our notes payable into restricted common or preferred stock, or revise the terms of the notes;

(v) We are negotiating with landlords to resolve the amounts due under the leases by offering to convert these amounts to equity or promissory notes.

See below for details regarding the progress we have made in the implementation of this plan.

Initial funds raised via the above efforts will be used primarily to complete the Company’s SEC filings.

Initial funds raised via the above efforts will be used primarily to complete the Company’s SEC filings and to fund legal costs related to the winding down of our previous operations.

On July 12, 2023, the Company entered into a payment plan arrangement with the U.S.

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On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 345 Securities at a price of $1,000 per Security for cash in the amount of $0.1 million plus incentives in the amount of $0.2 million calculated at the rate of 130% of the cash invested.

On June 30, 2023, the Company entered into a Purchase Agreement for the sale of 250 Securities at a price of $1,000 per Security for cash in the amount of $0.3 million.

On September 30, 2023, the Company entered into a Purchase Agreement for the sale of 250 Securities at a price of $1,000 per Security for cash in the amount of $0.3 million.

Also in connection with the Purchase Agreements, the Company entered into separate exchange agreements pursuant to which the investors in the Series F Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $1,000) equal to 120%, 165% or 230%, depending on whether the investor is investing additional funds into the bridge financing, of the “Principal Amount,” “Stated Value” and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest).

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We have issued a total of 2,006 shares of Series F Preferred Stock to officers and directors for the satisfaction of liabilities in the aggregate amount of $2.0 million as follows:

On September 29, 2023, 1,510 shares of Series F Preferred Stock were issued to Larry Diamond, our CEO and a board member, for debt, accrued interest, and accrued salary in the aggregate amount of $1.5 million;

210 shares of Series F Preferred Stock were issued to Juan Carlos Iturregui, a former board member, for debt, accrued interest, and accrued board fees in the aggregate amount of $0.2 million;

and 286 shares of Series F Preferred Stock were issued to Tom Brodmerkel, our CFO, for debt, accrued interest, and accrued salary in the aggregate amount of $0.3 million.

On September 29, 2023, 1,610 shares of Series F Preferred Stock were issued to Larry Diamond, our now former CEO and a board member, for debt, accrued interest, and accrued salary and equity investment incentive in the aggregate amount of $1.6 million;

210 shares of Series F Preferred Stock were issued to Juan Carlos Iturregui, a former board member, for debt, accrued interest, accrued board fees and equity investment incentive in the aggregate amount of $0.2 million;

and 318 shares of Series F Preferred Stock were issued to Tom Brodmerkel, our now former CFO, for debt, accrued interest, and accrued salary in the aggregate amount of $0.3 million.

Series F Preferred Stock Issued for Conversion of Series C and Series D Preferred Stock

Through June 30, 2023, we have converted a total Series C and D Preferred Stock and accrued interest with a total stated value in the amount of $4.0 million to Series F Preferred Stock as follows:

Through September 30, 2023, we have converted a total Series C and D Preferred Stock and accrued interest with a total stated value in the amount of $4.0 million to Series F Preferred Stock as follows:

On April 11, 2023, in transactions with two investors, the Company issued an aggregate 2,051 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for Series C Preferred Stock and accrued dividends with a stated value of $1.3 million and conversion incentives in the aggregate amount of $0.8 million.

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Series F Preferred Stock Issued for Conversion of Accounts Payable

Through June 30, 2023, we have converted a total of $0.1 million of accounts payable to Series F Preferred Stock as follows:

On June 29, 2023, we issued an aggregate 147 shares of Series F Preferred Stock to two creditors in satisfaction of accounts payable in the aggregate amount of $0.1 million.

Through September 30, 2023, we have converted a total of $0.1 million of accounts payable to Series F Preferred Stock as follows:

On September 29, 2023, we issued an aggregate 147 shares of Series F Preferred Stock to two creditors in satisfaction of accounts payable in the aggregate amount of $0.1 million.

Common Stock issued for conversion of Accounts payable

Through June 30, 2023, we have converted a total of $0.2 million of accounts payable to common stock as follows:

On June 29, 2023, we issued 131,362 shares of common stock at a price of $0.80 per share to a vendor in satisfaction of accounts payable in the amount of $0.1 million.

Through September 30, 2023, we have converted a total of $0.2 million of accounts payable to common stock as follows:

On September 29, 2023, we issued 131,362 shares of common stock at a price of $0.80 per share to a vendor in satisfaction of accounts payable in the amount of $0.1 million.

On August 29, 2023, we issued 43,750 shares of common stock at a price of $0.80 per share to a vendor in satisfaction of accounts payable in the amount of approximately $44,000.

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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