What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-16 compared with 2023-07-14 · 691 added, 407 removed, 1154 unchanged (49% of the section changed)

3 unchanged sentences

40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 3289 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 587)

CONSOLIDATED BALANCE SHEETS

6 unchanged sentences

Mitesco, Inc.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mitesco, Inc.

and subsidiaries (the Company) for the two years then ended December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the two years ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for the two years ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The Company's Ability to Continue as a Going Concern

(the “Company”) as of December 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raises substantial doubt about the Company’s ability to continue as a going concern.

Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception.

These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern.

Our opinion is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

/s/ Accell Audit & Compliance, P.A.

We have served as the Company’s auditor since 2024.

Tampa, Florida

April 16, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Mitesco, Inc.

and subsidiaries

We have audited the accompanying consolidated balance sheet of Mitesco, Inc.

& Subsidiaries (the Company) as of December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the consolidated results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters:

25 unchanged sentences

Identified and evaluated significant assumptions used by the Company’s external consultant for reasonableness.

We have served as the Company’s auditor since 2020.

We served as the Company’s auditor from 2020 through 2023.

Las Vegas, NV

4 unchanged sentences

Cash and cash equivalents

Accounts Receivable

Prepaid expenses

Current assets of discontinued operations

Total current assets

Right to use operating leases, net

Construction in progress

Fixed assets, net of accumulated depreciation of $ .06 million and $ 19,600

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

Fixed assets, net

Non-current assets of discontinued operations

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

4 unchanged sentences

Lease liability - operating leases, current

Notes payable, net of discounts of $ 0.04 million and $ 0 million

Notes payable - related parties, net of discounts of $ 0.03 million and $ 0 million

Notes payable, net of discounts

Notes payable - related parties, net of discounts

SBA loan payable

2 unchanged sentences

Preferred stock dividends payable - related parties

Legal settlements

Current liabilities from discontinued operations

Total current liabilities

7 unchanged sentences

10,000,000 shares designated Series D;

10,000 shares designated as Series E;

140,000 shares designated as Series F;

and 27,324 shares designated Series X:

1 unchanged sentence

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

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

Preferred stock, Series D, $ 0.01 par value, 250,000 and 3,100,000 shares issued and outstanding as of December 31, 2023 and 2022

Preferred stock, Series E, $ 0.01 par value, no shares issued and outstanding as of December 31, 2023 and 2022

Preferred stock, Series F, $ 0.01 par value, 20,057 and no shares issued and outstanding as of December 31, 2023 and 2022

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

9 unchanged sentences

For the Years

Revenue-services

Revenue-products

Total revenue

Cost of goods sold - services

Cost of goods sold - products

Total cost of goods sold

Cost of goods sold

Gross (loss) profit

7 unchanged sentences

Interest expense - related parties

Equity investment incentives

Financing costs

Loss on legal settlement

4 unchanged sentences

(Loss) Gain on settlement of accounts payable

Gain on settlement of notes payable

Gain on issuance of shares to service provider

Gain on sale of assets

Gain on conversion of notes and accounts payable into common stock – related party

(Loss) on conversion of accrued salaries and Series D preferred stock into Series F preferred stock

Gain on conversion of notes payable and accounts payable to common stock

Loss on revaluation of derivative liabilities

2 unchanged sentences

Provision for income taxes

Net loss from continuing operations

Net loss from discontinued operations

Preferred stock dividends

Preferred stock dividends - related parties

Preferred stock deemed dividends

Net loss available to common shareholders

Net loss per share from continuing operations - basic and diluted

Net loss per share from discontinued operations - basic and diluted

Net loss per share - basic and diluted

4 unchanged sentences

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023 and 2022

Preferred Stock Series A

Preferred Stock Series C

Preferred Stock Series D

Preferred Stock

Preferred Stock Series F

Preferred Stock Series X

Balance, December 31, 2020

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Common stock issued for services

Common stock issued for conversion of notes payable and accrued interest

Sale of common stock in private placement

Sales of Preferred Stock Series C

Warrants issued with Preferred Stock Series C

Sales of Preferred Stock Series D

Warrants issued with Preferred Stock Series D

Conversion of Preferred Stock Series A to common stock

Shares issued for exercise of stock options

Net shares issued in connection with settlement agreement

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

Shares of common stock issued for accounts payable and accrued liabilities

Stock issued from common stock subscribed

Deemed dividend on conversion of Preferred Stock Series A to common stock

Deemed dividend on Preferred Stock Series C

Deemed dividend on Preferred Stock Series D

Preferred stock dividends, $ 3.62 per share (10% of stated value per year)

Warrants issued with note payable

Loss for the year ended December 31, 2021

Balance, December 31, 2021

Paid-in capital

Balance, December 31, 2021

1 unchanged sentence

Vesting of stock options issued to employees

Common stock issued for services

Issuance of shares for services

Conversion of accounts payable to common stock

Issuance of Waiver fee shares

Commitment fee shares

Waiver fee shares

Shares issued for services

Warrants issued with note payable - Diamond 1

Warrants issued with note payable - Diamond 2

Warrants issued with notes payable

Warrants issued with note payable

Shares issued for Series X dividends

Gain on settlement of accrued payroll

1 unchanged sentence

Shares issued in connection with make-good agreement

Shares issued for Series X dividends

Series C Preferred Stock adjusted for prior conversions

1 unchanged sentence

Shares issued due to rounding in reverse split

Balance, December 31, 2022

Shares issued for conversion of note payable

Shares issued as commission for fundraising

Shares issued for true-up agreement

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

Shares issued pursuant to legal settlement

Shares issued previously subscribed

Vesting of stock options issued to employees

Series A Dividends previously satisfied

Shares issued for Series X dividends

Shares issued for conversion of accounts payable

Shares sold for cash, net of costs

Conversion of Series C Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock and accrued salaries to Series F Preferred Stock by related party

Conversion of Debt to Series F Preferred Stock

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

Forgiveness of related party loans for sale of assets

Preferred stock dividends

Loss for the year ended December 31, 2023

5 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss from continuing operations

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Amortization of right-to-use asset

Net gain on settlement of notes payable

Penalties on notes payable

Conversion fees on notes payable

Equity investment incentives

Financing cost - waiver fee shares

1 unchanged sentence

Loss on commitment shares

Gain on conversion of accrued salary

(Gain) loss on conversion of accrued salary

Gain on forgiveness of notes payable

(Gain) loss on revaluation of derivative liabilities

Loss on settlement of accounts payable

Loss on legal settlement

Amortization of discount on notes payable

2 unchanged sentences

Changes in assets and liabilities:

Accounts receivables

Prepaid expenses

4 unchanged sentences

Accrued interest - related parties

Net cash provided by operating activities – continuing operations

Net cash used in operating activities – discontinued operations

Net cash used in operating activities

1 unchanged sentence

Cash paid for acquisition of fixed assets and construction in progress

Net cash used in investing activities – continuing operations

Net cash used in investing activities – discontinued operations

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement of common stock

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

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

Proceeds from sale of common stock

Proceeds from landlord financing of leasehold improvements

Proceeds from convertible notes payable, net of discount

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

Principal payments on SBA Loan

Proceeds from notes payable - related parties, net of discounts

1 unchanged sentence

Principal payments on notes payable related parties

Principal payments on notes payable

Net cash provided by financing activities – continuing operations

Net cash provided by financing activities – discontinued operation

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

6 unchanged sentences

Interest paid

Income taxes paid

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued for common stock subscribed

Settlement of derivative liabilities

Preferred stock dividend

Deemed dividends on Preferred Stock

Conversion of Series A Preferred stock to common stock

Conversion of Series C Preferred stock to common stock

Conversion of accounts payable to Series F Preferred Stock

Conversion of Series C Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock to Series F Preferred Stock

Conversion of accounts payable to common stock

Conversion of accrued payroll to common stock

Conversion of accounts payable to common stock subscribed

Conversion of Series D Preferred Stock and accrued salaries to Series F Preferred Stock by related party

Conversion of notes payable and accrued interest to Series F Preferred Stock

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

Conversion of accounts payable, accrued salaries, and board fees to common stock

Conversion of notes payable and accrued interest to common stock

Series A accrued dividends reclassified to APIC from prior transactions

Shares issued for Series X dividends

Forgiveness of notes for purchase of subsidiary assets

Discount on notes payable due to warrants

11 unchanged sentences

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

Since 2020, our operations have focused on establishing medical clinics utilizing Nurse Practitioners under The Good Clinic name and development and acquisition of telemedicine technology.

In October 2023, the Company completed a move of its corporate status to Nevada from Delaware in order to effect reduced costs.

The details can be found at:

https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518523001074/mitesco20231016_8k.htm .

From 2020 through 2022, our operations were focused on establishing medical clinics utilizing Nurse Practitioners under The Good Clinic name and development and acquisition of telemedicine technology.

In March of 2020, we formed an owned subsidiary, Mitesco NA LLC, which holds The Good Clinic LLC, a Colorado limited liability company for our clinic business.

2 unchanged sentences

We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract.

In the fourth quarter of fiscal 2022 we made the strategic decision to reduce our capital needs by closing our clinic operations and releasing a significant portion of our staff.

As we redevelop our new strategy for lower cost operations, we hope to slowly open clinics, using the same staffing approach, but with a wider range of services for a broader portion of the population with healthcare needs.

Reverse Stock Split

On December 12, 2022, the Company effected a one-for-fifty (1-for-50) reverse stock split of its common stock (the “Reverse Stock Split”).

All references to common stock, warrants to purchase common stock, options to purchase common stock, share data, per share data and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

In the fourth quarter of fiscal 2022, we made the strategic decision to reduce our capital needs by closing our clinic operations and releasing our staff.

We are a holding company seeking to provide products, services and technology.

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

Going Concern

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 except one clinic location.

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.

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.

The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations.

However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

3 unchanged sentences

Basis of Accounting – The consolidated financial statements are prepared in conformity with accounting principles accepted in the United States of America (“GAAP”).

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

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.

Principles of Consolidation – The accompanying 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 relied on the operating activities of certain legal entities in which we did not maintain a controlling ownership interest, but over which we had indirect influence and of which we were considered the primary beneficiary.

These entities are typically 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

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

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

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

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

Property acquired in a business combination is recorded at estimated initial fair value.

Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy:

Property and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy:

Office equipment

3 unchanged sentences

Term of lease

Construction in Progress - Costs for capital assets not yet placed into service are capitalized as construction in progress on the consolidated balance sheets and will be depreciated once placed into service.

Revenue Recognition – On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”).

1 unchanged sentence

The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue.

The Company applied the modified retrospective approach to all contracts when adopting ASC 606.

As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018.

For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations.

For changes in credit issues assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations.

For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues.

16 unchanged sentences

The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied.

This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

We adopted the provisions of this ASU on January 1, 2019.

The adoption had no impact on our results of operations, cash flows, or financial condition.

Convertible Instruments - The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

9 unchanged sentences

Fair values for exchange-traded securities and derivatives are based on quoted market prices.

The pricing model the Company uses for determining the fair value of its derivatives is the Lattice Model.

The pricing model the Company uses for determining the fair value of its derivatives is the Monte Carlo Model.

Valuations derived from this model are subject to ongoing internal and external verification and review.

The model uses market-sourced inputs such as interest rates and stock price volatilities.

Common Stock Purchase Warrants- The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities.

Common Stock Purchase Warrants - The Company accounts for common stock purchase warrants in accordance with the FASB ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities.

As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders ’ Equity- Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange.

Per Share Data - Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year.

Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options, and convertible instruments.

As of December 31, 2023 and 2022, all potentially dilutive instruments were excluded from the calculation of net loss per share as their effect was antidilutive.

Income Taxes - The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

11 unchanged sentences

federal, state, and local income tax examinations for the years before 2012.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date.

The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies.

Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents;

discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change.

A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment of Long-Lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

15 unchanged sentences

Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3 .

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock, and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

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

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

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

The adoption of this new guidance did not have a material effect on our consolidated financial statements.

Recent Accounting Standards – In November 2023, the FASB issued ASU 2023-07 , Segment Reporting ( Topic 280 ) :

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2023, the FASB issued ASU 2023-09 , Income Taxes ( Topic 740 ) :

Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective basis while retrospective application is permitted.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period.

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 years ended December 31, 2022 and 2021, respectively:

For the Years Ended

Net loss applicable to common shareholders

Weighted average common shares outstanding

Net loss per share:

Basic and diluted

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

As of December 31, 2022 and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

Preferred Stock

Accrued Interest

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:

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

Accrued interest – related party

Note payable – related party

Total current 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:

Cost of goods sold

Selling, general, and administrative expenses

Impairment of assets

Other (income) expense:

Interest expense

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:

Depreciation expense

Cash used for construction in progress and fixed assets

Impairment of RTU assets

Impairment of property and equipment

Related Party Transactions

15 unchanged sentences

Right to Use Assets and Lease Liabilities – Operating Leases

The Company has an operating lease for its clinic with a remaining lease term of approximately 7.5 years.

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

Lease expense for the years ended December 31, 2022 and 2021 amounted to $ 860,705 and $ 351,854 , respectively.

The Company’s RTU asset amortization for the years ended December 31, 2022 and 2021 was $ 357,700 and $ 162,276 , respectively.

The Company had operating leases for its clinics for which the Company is currently in negotiations with the Lessors to settle the remaining amounts owed after closing the clinic facilities.

The Company’s lease expense was entirely comprised of operating leases and is reported as a component of discontinued operations as a result closing of the clinics and the subsequent sale of the assets.

During the year ended December 31, 2022, the Company recognized an impairment of RTU assets in the amount of $ 3,185,591 in connection with the closing of its clinics during the period.

The remaining difference between the lease expense and the associated RTU asset amortization consists of interest at a rate of 12 % for the years ended December 31, 2022 and 2021.

The weighted-average lease term outstanding was 84.0 and 92.1 months at December 31, 2022 and 2021, respectively.

During the year ended December 31, 2023, the Company recognized an additional impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

Right to use assets – operating leases are summarized below:

4 unchanged sentences

Lease liability, non-current

Maturity analysis under these lease agreements are as follows:

As a result of closing the facilities, the Company has made no further lease payments during the year ending December 31, 2023.

As of December 31, 2023 the Company has either settled amounts owed or entered in into default judgements for all leases except for the office lease.

For all leases for which a legal settlement have been entered into, all amounts have been reclassified to legal settlements as of December 31, 2023.

For the period ended December 31, 2024

5 unchanged sentences

Lease liability

As of December 31, 2023, the Company has entered into settlement agreements for certain of our lease in the amount of $ 2,219,886 which is recorded as Legal Settlements in the accompanying balance sheet.

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.

On April 25, 2020, the Company entered an unsecured Promissory Note (the “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”).

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”).

The PPP Loan bears interest at the rate of 1 % per year.

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

The current balance is $ 460,406 .

The PPP Loan is in default at December 31, 2022.

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 year ended December 31, 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 year ended December 31, 2023, the Company made principal payments of $ 11,555 on this loan and recorded interest in the amount of $ 5,719 .

Notes Payable

The following table summarizes the outstanding notes payable as of December 31, 2023 and 2022, respectively:

Anson Investments note

Anson East note

GS Capital note

Finnegan Note 1

Finnegan Note 2

Finnegan Note 3

Mitchell Note

Lightmas Note

Mercer Note 1

Mercer Note 2

Mercer Note 3

Notes Payable

Notes payable - net of discount

Current Portion, net of discount

Long-term portion, net of discount

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

13 unchanged sentences

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

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

During the year ended December 31, 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 year ended December 31, 2023, interest in the amount of $ 69,167 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 December 31, 2023, there were no amounts due under the AJB Note.

Anson Investments Note

11 unchanged sentences

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

The Anson Investments Note was in default at December 31, 2022.

During the year ended December 31, 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 year ended December 31, 2023, interest in the amount of $ $ 27,157 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 December 31, 2023, there were no amounts due under the Anson Investments Note.

Anson East Note

11 unchanged sentences

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

The Anson East Note was in default at December 31, 2022.

During the year ended December 31, 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 year ended December 31, 2023, the amount of $ 9,552 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 December 31, 2023, there were no amounts due under the Anson East Note.

GS Capital Note

11 unchanged sentences

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

The GS Capital Note was in default at December 31, 2022.

During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2023, interest in the amount $ 13,965 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 December 31, 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:

10 unchanged sentences

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

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

During the year ended December 31, 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 year ended December 31, 2023, interest in the amount of $ 71,087 was accrued on the Kishon Note.

At December 31, 2023, principal and interest in the amount of $ 431,666 and $ 88,909 , respectively, were due on the Kishon Note.

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

Finnegan Note 1

15 unchanged sentences

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

The Finnegan Note 1 was in default at December 31, 2022.

M Diamond Note

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Melissa Diamond (the “M Diamond Note”).

The M Diamond 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.

The purchase price of the M Diamond Note was $ 50,000 ;

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

Following an event of default as defined in the M Diamond 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 M Diamond Note entered default status on December 1, 2022, and the interest rate increased to 18%.

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

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

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

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

In addition, Ms.

Diamond received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 2,500 at the date of issuance, and 483 shares of common stock with a value of $ 4,050 ;

these amounts were recorded as discounts to the M Diamond Note.

Interest in the amount of $ 3,929 was accrued on the M Diamond Note during the year ended December 31, 2022.

Discounts in the amount of $ 21,256 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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

The M Diamond Note was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 8,604 was accrued on the Finnegan Note 1;

principal and accrued interest in the amount of $ 51,765 and $ 11,889 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

The Finnegan Note 2 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 5,376 was accrued on the Finnegan Note 2;

principal and accrued interest in the amount of $ 32,353 and $ 7,341 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 30,204 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 December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 43,614 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 December 31, 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 year ended December 31, 2023, interest in the amount of $ 4,242 was accrued on the Schrier Note and $ 335 of discount was amortized to interest expense;

principal and accrued interest in the amount of $ 25,882 and $ 5,383 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 10,739 was accrued on the Nommsen Note;

principal and accrued interest in the amount of $ 64,705 and $ 13,685 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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 year ended December 31, 2023, interest in the amount of $ 10,458 was accrued on the Caplan Note and $ 2,230 of discount was amortized to interest expense;

principal and accrued interest in the amount of $ 64,705 and $ 12,989 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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 year ended December 31, 2023, interest in the amount of $ 5,150 was accrued on the Finnegan Note 3;

principal and accrued interest in the amount of $ 32,353 and $ 6,350 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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 year ended December 31, 2023, interest in the amount of $ 15,481 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 December 31, 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 year ended December 31, 2023, interest in the amount of $ 12,951 was accrued on the Mitchell Note;

principal and accrued interest in the amount of $ 78,100 and $ 15,768 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 10,945 was accrued on the Lightmas Note;

principal and accrued interest in the amount of $ 66,000 and $ 13,325 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 5,473 was accrued on the Lewis Note;

principal and accrued interest in the amount of $ 33,000 and $ 6,663 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 5,473 was accrued on the Goff Note;

principal and accrued interest in the amount of $ 33,000 and $ 6,663 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 18,237 was accrued on the Hagan Note;

principal and accrued interest in the amount of $ 110,000 and $ 21,793 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 10,192 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 December 31, 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.

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

During the year ended December 31, 2023, interest in the amount of $ 9,116 was accrued on the Leath Note;

principal and accrued interest in the amount of $ 55,000 and $ 10,757 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

9 unchanged sentences

Concurrent with the Cavalry Note, the Company entered into an exchange agreement (the “Cavalry Exchange Agreement”).

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

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

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

See notes 12 and 16.

During the year ended December 31, 2023, interest in the amount of $ 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 December 31, 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 year ended December 31, 2023, interest in the amount of $ 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 December 31, 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 months ended December 31, 2023, interest in the amount of $ 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 December 31, 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.

Amounts due under the Mercer Note 2 will convert pursuant to the terms of the Mercer Exchange Agreement into shares of the Company’s series E Preferred Stock.

See note 12 and 16.

During the year ended December 31, 2023, interest in the amount of $ 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 December 31, 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.

These amounts are reflected in the table below:

During the year ended December 31, 2023, interest in the amount of $ 3,521 was accrued on the Mercer Note 3.

Also during the year ended December 31, 2023, discounts in the amount of $ 20,972 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.

The premium on the Mercer Note 3 in the amount of $ 25,000 was forgiven by Mercer, and the Company recognized a gain on forgiveness of debt in the amount of $ 25,000 .

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 December 31, 2023, there were no amounts due under the Mercer Note 3.

Aggregate interest expense as described on the above notes payable was $ 463,136 and $ 3,210,763 for the year ended December 31, 2023 and 2022, respectively.

Accrued interest on notes payable was $ 375,346 and $ 358,165 at December 31, 2023 and 2022, respectively.

Notes Payable – Related Parties

The following table summarizes the outstanding related party notes payable as of December 31, 2023 and 2022, respectively

Diamond Note 1

Diamond Note 2

Diamond Note 3

Diamond Note 4

Diamond Note 5

M Diamond Note

Dobbertin Note

Iturregui Note 1

Lindstrom Note

November 29, 2022 Notes

Notes Payable

Notes payable - net of discount

Amounts classified as current liabilities of discontinued operations

Notes payable – net of discounts

Current Portion, net of discount

Long-term portion, net of discount

Interest expense on notes payable was $ 3,210,763 and $ 968,471 for the years ended December 31, 2022 and 2021, respectively.

Accrued interest on notes payable was $ 362,094 and $ 7,657 at December 31, 2022 and 2021, respectively.

Notes Payable – Related Parties

On December 30, 2021, we issued a 10% Promissory Note in the principal amount of $ 1,000,000 in a related party transaction to the Michael C.

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.

6 unchanged sentences

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

Howe, shall become a part of th e Howe Note 1.

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

In addition, Mr.

3 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.

The Howe Note 1 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 168,761 , respectively, was accrued on the Howe Note 1;

principal and accrued interest in the amount of $ 0 were due on this note at December 31, 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 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.

The purchase price of the Howe Note 2 was $ 255,000 ;

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 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 2 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 2 contains a “most favored nations” clause that provides that, so long as the note 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 2, 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 2.

In addition, Mr.

Howe received five-year warrants to purchase 2,460 shares of common stock at a price of $ 25.00 per share with a fair value of $ 10,965 at the date of issuance, and 2,460 shares of common stock with a value of $ 22,440 ;

these amounts were recorded as discounts to the Howe Note 2.

Interest in the amount of $ 18,888 was accrued on the Howe Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 108,405 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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 year ended December 31, 2023, interest in the amount of $ 50,362 was accrued on the Howe Note 2;

principal and accrued interest in the amount of $ 0 were due on this note at December 31, 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 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.

The purchase price of the Howe Note 3 was $ 255,000 ;

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 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe 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 Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 3, 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 received five-year warrants to purchase 2,460 shares of common stock at a price of $ 25.00 per share with a fair value of $ 9,945 at the date of issuance, and 2,460 shares of common stock with a value of $ 12,495 ;

these amounts were recorded as discounts to the Howe Note 3.

Interest in the amount of $ 15,436 was accrued on the Howe Note 3 during the year ended December 31, 2022.

Discounts in the amount of $ 97,440 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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 year ended December 31, 2023, interest in the amount of $ 50,314 , respectively, was accrued on the Howe Note 3;

principal and accrued interest in the amount of $ 0 were due on this note at December 31, 2023.

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 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.

The purchase price of the Howe Note 4 was $ 170,000 ;

the 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 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the note 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 received 1,640 shares of common stock with a value of $ 10,775 ;

this amount was recorded as a discount to the Howe Note 4.

Interest in the amount of $ 8,756 was accrued on the Howe Note 4 during the year ended December 31, 2022.

Discounts in the amount of $ 60,775 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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 year ended December 31, 2023, interest in the amount of 34,077 was accrued on the Howe Note 4;

principal and accrued interest in the amount of $ 0 , respectively, were due on this note at December 31, 2023.

Howe 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.

As consideration for the transaction, Mr.

Howe cancelled the existing notes payable and accrued interest owed to Mr.

Howe in the amount of $ 2,454,821 .

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.

The Diamond Note 1 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 24,024 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 December 31, 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.

The Diamond Note 2 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 23 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 December 31, 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.

The Diamond Note 3 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 32,244 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 December 31, 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.

13 unchanged sentences

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

The Diamond Note 4 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 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 December 31, 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.

13 unchanged sentences

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

The Diamond Note 5 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 8,055 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 December 31, 2023, there were no amounts due under the Diamond Note 5.

M Diamond Note

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Melissa Diamond (the “M Diamond Note”).

Diamond is the daughter of Larry Diamond, former CEO.

The purchase price of the M Diamond Note was $ 50,000 ;

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

The M Diamond Note entered default status on December 1, 2022, and the interest rate increased to 18%.

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

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

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

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

In addition, Ms.

these amounts were recorded as discounts to the M Diamond Note.

Interest in the amount of $ 3,929 was accrued on the M Diamond Note during the year ended December 31, 2022.

Discounts in the amount of $ 21,256 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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 year ended December 31, 2023, interest in the amount of $ 10,753 was accrued on the M Diamond Note;

principal and accrued interest in the amount of $ 64,705 and $ 14,682 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 2023.

Lindstrom Note

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.

13 unchanged sentences

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

The Lindstrom Note 1 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 7,527 was accrued on the Lindstrom Note;

principal and accrued interest in the amount of $ 45,294 and $ 10,277 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

13 unchanged sentences

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

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

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.

The purchase price of the Howe Note 2 was $ 255,000 ;

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

The Howe Note 2 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 2 contains a “most favored nations” clause that provides that, so long as the note 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 2, 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 2.

In addition, Mr.

these amounts were recorded as discounts to the Howe Note 2.

Interest in the amount of $ 18,888 was accrued on the Howe Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 108,405 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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

The Howe Note 2 was in default at December 31, 2022.

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.

The purchase price of the Howe Note 3 was $ 255,000 ;

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

The Howe Note 3 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe 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 Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 3, 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.

these amounts were recorded as discounts to the Howe Note 3.

Interest in the amount of $ 15,436 was accrued on the Howe Note 3 during the year ended December 31, 2022.

Discounts in the amount of $ 97,440 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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

The Howe Note 3 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 3,226 was accrued on the Dobbertin Note;

principal and accrued interest in the amount of $ 19,412 and $ 4,405 , respectively, were due on this note at December 31, 2023.

This note was in default at December 31, 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.

12 unchanged sentences

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

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.

The purchase price of the Howe Note 4 was $ 170,000 ;

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

The Howe Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the note 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 received 1,640 shares of common stock with a value of $ 10,775 ;

this amount was recorded as a discount to the Howe Note 4.

Interest in the amount of $ 8,756 was accrued on the Howe Note 4 during the year ended December 31, 2022.

Discounts in the amount of $ 60,775 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

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

The Howe Note 4 was in default at December 31, 2022.

During the year ended December 31, 2023, interest in the amount of $ 3,881 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 December 31, 2023, there were no amounts due under the Iturregui Note 1.

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 a 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 .

10 unchanged sentences

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

See notes 12 and 16.

These amounts are reflected in the table below:

Notes Payable

Notes payable – net of discounts

Current Portion, net of discount

Long-term portion, net of discount

Interest expense on notes payable – related parties was $ 1,243,639 and $ 0 for the years ended December 31, 2022 and 2021, respectively Accrued interest on notes payable – related parties was $ 198,753 and $ 0 at December 31, 2022 and 2021, respectively.

During the year ended December 31, 2023, interest in the amount of $ 11,967 was accrued on 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.

On December 8, 2023 pursuant to the Howe debt exchange agreement, Mr.

Howe exchanged his note in the principal amount of $ 18,750 and accrued interest of $ 2,682 for certain assets of the company.

No amounts were due under the Howe note as of December 31, 2023.

At December 31, 2023, there was principal and interest in the aggregate amount of $ 37,500 and $ 5,903 , respectively, due on the two November 29 Notes that are still outstanding.

Aggregate interest expense as described on the above notes payable – related parties was $ 404,781 and $ 1,243,639 for the year ended December 31, 2023 and 2022, respectively, of which $ 306,032 and $ 928,894 were included in net loss from discontinued operations.

Accrued interest on notes payable – related parties was $ 35,267 and $ 52,643 at December 31, 2023 and 2022, respectively.

Derivative Liabilities

Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities.

The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model.

The pricing model the Company uses for determining fair value of its derivatives is the Monte Carlo Model.

Valuations derived from this model are subject to ongoing internal and external verification and review.

4 unchanged sentences

December 31, 2021

True-up features issued

Settled upon conversion or exercise

6 unchanged sentences

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

The following table summarizes the assumptions for the valuations:

The following tables summarize the assumptions for the valuations:

95.1 % to 123.2

11 unchanged sentences

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

4,630,372 and 4,266,669 shares were issued and outstanding at December 31, 2022 and December 31, 2021, respectively.

5,567,957 and 4,630,372 shares were issued and outstanding at December 31, 2023 and 2022, respectively.

On December 12, 2022, the Company effected one-for-fifty reverse-split of its common stock.

2 unchanged sentences

Common Stock Transactions During the Year Ended December 31, 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 year ended December 31, 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 year ended December 31, 2023.

During the year ended December 31, 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;

on February 28, 2023, principal of $ 17,777 and accrued interest of $ 2,057 were converted at a price of $ 1.50 per share into 13,555 shares of common stock;

on March 9, 2023, principal of $ 20,000 and accrued interest of $ 2,399 were converted at a price of $ 1.50 per share into 15,265 shares of common stock;

and on March 28, 2023, principal of $ 20,000 and accrued interest of $ 2,581 were converted at a price of $ 1.25 per share into 18,472 shares of common stock.

These conversions were made pursuant to the terms of the convertible note agreement and no gain or loss was recognized on these transactions.

On March 31, 2023, the Company issued a total of 8,063 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 1,066 shares were issued to officers and directors, 4,160 were issued to a related party shareholder, and 2,837 were issued to non-related parties.

On April 4, 2023, the Company issued 2,952 shares of common stock to a consultant at a price of $ 1.29 per share as a commission on funds previously raised.

The Company recorded a gain in the amount of $ 33,092 on this transaction.

On April 4, 2023, the Company issued 94,738 shares of common stock to GS Capital at an average price of pursuant to a make-whole agreement entered into in connection with the GS Capital Warrants.

A gain in the amount of $ 21,506 was recorded on the settlement of this derivative liability.

On May 5, 2023, the Company issued 2,552 shares of common stock to a vendor at a price of $ 0.85 per share, and on May 9, 2023, the Company issued 19,622 shares of common stock at a price of $ 0.85 per share to the Michael C.

Howe Living Trust (the “Howe Trust”), an entity controlled by a related party.

These shares were issued in satisfaction of a vendor dispute.

The shares issued to the Howe Trust were reimbursement for shares previously issued to the vendor by the Howe Trust with regard to this dispute.

There was no gain or loss recorded on these transactions.

On June 29, 2023, the Company issued a total of 20,212 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 2,673 shares were issued to officers and directors, 10,426 were issued to a related party shareholder, and 7,113 were issued to non-related parties.

Effective June 30, 2023, the Company issued 2,926 shares of common stock at a price of $ 12.50 to a previous board member for the conversion of accounts payable in the amount of $ 36,575 .

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

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.

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 .

Common Stock Transactions During the Year Ended December 31, 2022

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

102 unchanged sentences

On November 18, 2022, the Company issued 91,328 shares of common stock to AJB in settlement of the AJB True-up Obligation.

Common Stock Transactions During the Year Ended December 31, 2021

On January 4, 2021, the Company issued 82,475 shares of common stock at a price of $ 0.60 per share pursuant to the conversion of $ 45,000 of principal and $ 4,485 of accrued interest in Eagle Equities Note 4.

On January 6, 2021, the Company issued 70,119 shares of common stock at a price of $ 0.612 per share pursuant to the conversion of $ 39,000 of principal and $ 3,913 of accrued interest in Eagle Equities Note 4.

On January 11, 2021, the Company issued 89,270 shares of common stock at a price of $ 0.612 per share pursuant to the conversion of $ 50,000 of principal and $ 4,633 of accrued interest in Eagle Equities Note 5.

On January 14, 2021, the Company issued 86,388 shares of common stock at a price of $ 0.633 per share pursuant to the conversion of $ 50,000 of principal and $ 4,683 of accrued interest in Eagle Equities Note 5.

On January 21, 2021, the Company issued 128,992 shares of common stock at a price of $ 0.77 per share pursuant to the conversion of $ 93,000 of principal and $ 6,324 of accrued interest in Eagle Equities Note 6.

On January 28, 2021, the Company issued 145,702 shares of common stock at a price of $ 0.7875 per share pursuant to the conversion of $ 107,200 of principal and $ 7,540 of accrued interest in Eagle Equities Note 6.

On February 1, 2021, the Company issued 133,440 shares of common stock in a private placement (the "2021 Private Placement”) at a price of $ 12.50 per share for cash proceeds of $ 1,668,000 .

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 23,683 shares of common stock at a price of $ 12.492 per share in satisfaction of $ 200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 12,792 shares of common stock at a price of $ 11.926 per share in satisfaction of $ 114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 12,104 shares of common stock at a price of $ 12,492 per share in satisfaction of $ 114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 21,903 shares of common stock at a price of $ 11,874 per share in satisfaction of $ 200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 22, 2021, the Company issued 6,720 shares of common stock for the exercise of options at a price of $ 15.00 per share.

On March 11, 2021, the Company issued 12,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock.

The 4,800 shares of Series A Preferred Stock were cancelled.

On March 17, 2021, the Company issued 6,000 shares of common stock at a price of $ 15.50 per share to a service provider.

On March 23, 2021, the Company issued 9,227 shares of common stock at a price of $ 13.00 per share to the underwriters of the 2021 Private Placement.

On April 19, 2021, the Company issued 39 shares of common stock for professional fees which had been performed in a prior period.

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

On May 4 through May 26, 2021, the Company issued 84,748 shares of common stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $ 12.50 per share.

On May 12, 2021, the Company issued 50,000 shares of common stock at a price of $ 15.00 per share for the exercise of stock options by an investor.

On June 10 through June 29, 2021, the Company issued 102,333 shares of common stock at a price of $ 15.00 per share for the exercise of stock options by officers and directors.

On June 23, 2021, the Company cancelled 40,000 shares of common stock held by an ex-officer in connection with a settlement agreement.

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

Also, in connection with the settlement agreement, the Company issued 12,759 shares to the ex-officer at the market price of $ 10.00 per share.

On August 17, 2021, accrued liabilities in the amount of $ 156,441 were converted to 12,515 shares of common stock.

9,589 shares were issued during December 2021 and the remaining 2,926 shares was not issued and recorded in common stock subscribed as of December 31, 2021.

Among the 12,515 shares, 6,256 restricted shares of the Company’s common stock was issued to settled $ 78,200 cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021.

Between August 11, 2021 and September 2, 2021, the Company issued 80,000 shares of the Company common stock in connection with the conversion of Series C preferred stock issued in the first quarter.

Also, during the year ended December 31, 2021, the Company charged the amount of $ 13,032 to operations in connection with the vesting of stock granted to its officers, employees, and board members;

the Company also charged the amount of $ 676,423 to operations in connection with the vesting of options granted to its officers, employees, and board members.

Preferred Stock

4 unchanged sentences

The Company had no shares of Series A Preferred Stock outstanding at December 31, 2023 and 2022.

Series A Preferred Stock Transactions During the Year Ended December 31, 2022

Series A Preferred Stock Transactions During the Year Ended December 31, 2021

During the year ended December 31, 2021, the Company accrued dividends in the amount of $ 1,000 on the Series A Preferred Stock.

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

The Series A preferred stock was canceled and there are no Series A Preferred shares outstanding at December 31, 2021.

Series C Preferred Stock

28 unchanged sentences

Series C Preferred Stock Transactions During the Year Ended December 31, 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 Year Ended December 31, 2022

During the year ended December 31, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 66,447 .

1 unchanged sentence

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

Series C Preferred Stock Transactions During the Year Ended December 31, 2021

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

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

Between August 11,2021 through September 2, 2021, 1,000,000 shares of Series C Preferred Stock were converted at a price of $ 0.25 per share to 4,000,001 shares of common stock.

During the year ended December 31, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 87,059 .

Series D Preferred Stock

26 unchanged sentences

Series D Preferred Stock Transactions During the Year Ended December 31, 2023

During the year ended December 31, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 195,299 .

The Company accrued dividends in the amount of $ 85,541 on the Series D Preferred Stock.

On April 11, 2023, a total of 2,350,000 shares of Series D Preferred Stock with a stated value of $ 2,467,500 , accrued dividends in the amount $ 215,659 , and equity investment incentives in the amount of $ 1,371,846 were exchanged for 4,055 shares of Series F Preferred Stock.

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

On December 8, 2023, Mr.

Howe 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.

Series D Preferred Stock Transactions During the Year Ended December 31, 2022

On October 18, 2021, the Company sold 2,050,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 85,050 shares of the Company’s common stock at a price of $ 25.00 per shares, and (ii) five -year warrants to acquire 85,050 shares of the Company’s common stock at a price of $37.50 per share for proceeds of $ 1,874,450 , net of costs in the amount of $ 125,500 .

On November 10, 2021, the Company sold 1,075,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 45,150 shares of the Company’s common stock at a price of $ 25.00 per shares, and (ii) five -year warrants to acquire 45,150 shares of the Company’s common stock at a price of $ 37.50 per share for proceeds of $ 999,250 , net of costs in the amount of $ 75,750 .

During the year ended December 31, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 195,299 .

4 unchanged sentences

There are 0 shares of Series E Preferred Stock outstanding at December 31, 2023 and 2022.

No shares of Series E Preferred Stock have ever been issued.

As long as any shares of Series E are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series E, (a) alter or change the preferences, rights, privileges or powers given to the Series E or alter or amend the Certificate of Incorporation or bylaws, (b) increase or decrease (other than by conversion) the number of authorized shares of Series E, or (c) create or authorize any new class of shares that has a preference over Series E.

22 unchanged sentences

See notes 10 and 16.

Series F Preferred Stock

On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK $ 0.01 par value Convertible Perpetual Preferred Stock with the Delaware Secretary of State.

The number of shares of Series F Preferred Stock designated is 140,000 and each share of Series F Preferred Stock has a liquidation preference of $ 1,000 .

The Series F Preferred Stock will rank senior to the Corporation’s Common Stock and on parity with all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank on parity with the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation;

and (iii) junior to all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank senior to the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company.

Holders of shares of the Series F Preferred Stock are entitled to receive payment-in-kind dividends payable only in additional shares of Series F Preferred Stock (“PIK Dividends”) at rate of 12% per annum.

The Series F Preferred Stock will be convertible into common stock of the Company upon the listing of the Company’s stock on any of the following trading markets:

the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market.

The conversion price will be calculated as 65% of the volume-weighted average price of the Company’s common stock on the conversion date.

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 Year Ended December 31, 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 .

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 .

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 .

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 , 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.

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.

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

The Company accrued dividends in the amount of $ 1,566,073 on the Series F Preferred Stock.

Series F Preferred Stock Transactions During the Year Ended December 31, 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 December 31, 2022 and December 31, 2021.

The Company has 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2023 and 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;

2 unchanged sentences

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 Year Ended December 31, 2023

During the year ended December 31, 2022, the Company accrued dividends on the Series X Preferred Stock in the amount of $ 60,564 .

During the year ended December 31, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 60,564 .

During the year ended December 31, 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 Year Ended December 31, 2022

On June 23, 2021, 2,000 shares of Series X Preferred Stock were cancelled pursuant to a settlement agreement with an ex-officer.

During the year ended December 31, 2022, the Company accrued dividends on the Series X Preferred Stock in the amount of $ 60,564 .

Stock Options

On January 21, 2021 the Company filed a Form S-8 containing the Mitesco Omnibus Securities and Incentive Plan (“the Plan”) with the SEC.

In Sections 4.2 and 4.3 of the Plan it is noted that the Board of Directors has the authority for administration of the Plan.

On January 7, 2024 the Board of Directors voted to a) cancel, revoke and terminate any previously issued options that have not already been exercised.

For a number of technical reasons the Plan is no longer valid, and in addition to cancellation of any outstanding options, the Board has voted to formally terminate the Plan.

Any costs associated with the termination of the Plan will be reflected in the financials reports for the period ending March 31, 2024.

A copy of the Form S-8 which references the Plan can be found at:

https://www.sec.gov/Archives/edgar/data/802257/000118518521000098/ex_221520.htm

The following table summarizes the options outstanding at December 31, 2023 and the related prices for the options to purchase shares of the Company’s common stock:

1 unchanged sentence

Weighted- Average

Exercise Price ($) (A)

Exercise Price ($)

Outstanding at December 31, 2021

4 unchanged sentences

Options vested and exercisable

At December 31, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2,152,786 .

The Company valued stock options during the years ended December 31, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

134.9 % to 149.9

153.5 % to 183.5

Risk-free interest rates

2.82 % to 4.25

0.820 % to 1.69

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

At December 31, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $ 812,621 of which $808,584 vest upon various contingent requirements.

The following table summarizes the warrants outstanding on December 31, 2023, and the related prices for the warrants to purchase shares of the Company’s common stock:

Weighted- Average

5 unchanged sentences

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $ 9.7 million, which will expire through 2040.

Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $ 13.5 million and $ 1.6 million, respectively, which will expire through 2040.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

1 unchanged sentence

Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited.

The provision (benefit) for income taxes for the years ended December 31, 2022 and 2021 consist of the following:

For the years ended December 31, 2023 and 2022, the expected tax expense (benefit) based on the U.

30 unchanged sentences

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

Small Business Administration.

On April 18, 2020, the Company’s former President and COO completed and applied on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved.

On April 25, 2020, the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406, and the Company received the full amount of the loan proceeds on May 4, 2020.

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $ 440,000 of the loan proceeds disbursed under the Note.

The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received.

Bank of America requested that the Company remit the funds received back to Bank of America.

The Company negotiated the conversion of this to a 60 month note at 1 % interest.

We are currently in default on this note.

If we are not successful in bringing this liability current, it could have a material adverse effect on our financial condition.

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

On June 23, 2022, The Good Clinic LLC was notified that a former employee had filed a lawsuit for wrongful termination.

The Good Clinic believes the lawsuit is without merit.

Mitesco (Company) was not named in the suit.

We have settled this matter as of January 11, 2024 for total consideration consisting of a cash payment of $3,000.

On June 23, 2022, The Good Clinic LLC was notified that a former employee had filed a lawsuit for wrongful termination.

The Good Clinic believes the lawsuit is without merit.

Mitesco (Company) was not named in the suit.

We have settled this matter as of January 11, 2024 for total consideration consisting of a cash payment of $ 3,000 .

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.

This suit was settled on May 5, 2023, and dismissed with prejudice on May 12, 2023.

The settlement included the issuance of the Company’s restricted common stock.

As a part of the settlement the Company issued 2,552 shares of its restricted common stock to the plaintiff and it issued to the CEO of The Good Clinic 19,622 shares of its restricted common stock, plus $ 3,000 in cash for reimbursement of expenses related to settling the suit with the vendor.

The Company has a number of legal situations involved with the winding down of its clinic business activities including claims regarding certain construction contracts and as a part of the process of cancellation of leases.

The following is a summary as of the date of this filing:

The Wayzata, MN clinic leases was terminated for a commitment to pay $ 25,000 .

The two Denver, Colorado clinic lease, known as Quincy and Radiant, possession has been relinquished to the landlords.

The lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Eagan clinic, aka Vikings clinic, gave up possession in January of 2023.

The mechanics lien has been placed on the property was settled by the landlord in a confidential settlement with the lien holder.

Mitesco is now in settlement negotiations with the landlord for the handling of lease obligations.

Paul clinic possession was relinquished in March 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

Louis Park clinic possession was relinquished in April 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Maple Grove clinic eviction occurred in April 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Northeast Minneapolis clinic, aka Nordhaus clinic, possession was relinquished in May 2023.

There is no lien on the property.

The handling of lease obligations remains in negotiations with the landlord.

As a part of the settlement the Company issued 2,552 shares of its restricted common stock to the plaintiff and it issued to the CEO of The Good Clinic 19,622 of its restricted common stock, plus $ 3,000 in cash for reimbursement of expenses related to settling the suit with the vendor.

The Company has a number of legal situations involved with the winding down of its clinic business activities.

These include claims regarding certain construction contracts and cancellation of leases as noted below:

Nordhaus Clinic

On November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota.

The initial lease term is eight years .

Fixed rent payments under the initial term are approximately $ 511,000 .

On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated.

No additional claims have been received by the landlord and the Company believes no additional amounts are owed.

Egan Clinic a.k.a Vikings

On October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of 2021.

The initial lease term is for 96 months.

Fixed rent payments under the initial term are approximately $ 767,000 .

A Summary Judgment was granted on December 4, 2023, in the amount of $ 488,491 , and the entry of final judgment was entered on December 15, 2023 and the Company has released the property back to the leaseholder.

Paul Clinic a.k.a.

On August 31, 2021, we entered into an agreement to open a clinic in St.

Paul, Minnesota, which began operations in the fourth quarter of 2021.

The initial lease term is for 114 months.

Fixed rent payments under the initial term are approximately $ 1,153,000 .

A stipulation for Judgment was filed on December 21, 2023 in the amount of $415,266.

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

Final entry of judgment by the Court was entered against the Company on January 19, 2024, and the Company has released the property back to the leaseholder.

Louis Park Clinic a.k.a Excelsior & Grand

On May 24, 2021, we entered into an agreement to open a clinic in St.

Louis Park, Minnesota, which began operations in the third quarter of 2021.

The initial lease term is seven years .

Fixed rent payments under the initial term are approximately $ 673,000 .

The Company agreed to and executed a Confession of Judgment in the amount of $ 425,351 on April 2, 2024 and has released the property back to the leaseholder.

We received the fully executed and recorded judgement on April 10, 2024.

Eden Prairie Clinic a.k.a TP Elevate

On June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of 2021.

The initial lease term is eight years .

Fixed rent payments under the initial term are approximately $ 620,000 .

The Company has surrendered possession of the property and is currently in negotiations the amounts owed and is in the process of settling the remaining amounts owed.

Maple Grove Clinic a.k.a Arbor Lakes

On October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter of 2021.

The initial lease term is for 108 months.

Fixed rent payments under the initial term are approximately $ 1,153,127 .

On October 22, 2022, the Company entered into a settlement agreement with the leaseholder for $ 219,576 and the Company has released the property back to the leaseholder.

Radiant Clinic a.k.a LMC Welton

On September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords.

The initial lease term is for 90 months.

Fixed rent payments under the initial term are approximately $ 782,000 .

As of April 10, 2024, the Company has settled the amounts owed to the leaseholder and full resolution of all liens for approximately $ 530,000 and the Company has released the property back to the leaseholder.

Quincy Clinic a.k.a 1776 Curtis

On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords.

The initial lease term is for 94 months.

Fixed rent payments under the initial term are approximately $ 1,079,000 .

A Final Judgment was granted on November 14, 2023, in the amount of $ 348,764 including interest, fees and other costs.

The Company has released the property back to the leaseholder.

The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the filing:

ALSO KNOWN AS:

PROPERTY NAME/OWNER

ORIGINAL OBLIGATION

SETTLEMENT AMOUNT

TYPE OF SETTLEMENT

MINNEAPOLIS, MN

CASH PAYMENT OBLIGATION

DEFAULT JUDGEMENT

LOUIS PARK, MN

EXCELSIOR & GRAND

DEFAULT JUDGEMENT

CONTINENTAL 560

DEFAULT JUDGEMENT

MAPLE GROVE, MN

SETTLEMENT AGREE

DEFAULT JUDGEMENT

Administrative offices

On June 24, 2021, we entered into an agreement to open an administrative office in St.

Louis Park, Minnesota.

The initial lease term is 2.5 years.

Fixed rent payments under the initial term are approximately $ 244,000 .

We have not entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

Subsequent Events

Common Stock Issued

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

On January 23, 2023, the Company issued a total of 8,063 shares of common stock at a price of $ 4.33 per share to holders of the Series X Preferred Stock for accrued dividends.

Larry Diamond, the Company’s Chief Executive Officer, received 666 of these shares.

On February 15, 2023, the Company issued 9,846 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On February 21, 2023, the Company issued 150,000 shares of common stock at a price of $ 2.63 per share to a service provider.

On March 1, 2023, the Company issued 13,555 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On March 9, 2023, the Company issued 15,265 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On March 28, 2023, the Company issued 18,472 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On April 4, 2023, the Company issued 94,738 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On May 5, 2023, the Company issued 2,952 shares of common stock at a price of $ 1.05 per share to a service provider.

On May 5, 2023, the Company issued 2,552 shares of common stock to an investor at a price of $ 1.05 per share for satisfaction of accounts payable.

On May 9, 2023, the Company issued 19,622 shares of common stock to Michael C.

Howe, a related party, at a price of $ 0.94 per share to reimburse Mr.

Howe for costs incurred in connection with a settlement agreement with a vendor.

Spartan Capital Advisory Agreement

On January 12, 2023 the Company entered into an advisory agreement with Spartan Capital (“Spartan”) pursuant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company.

In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company (“Common Stock”).

In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000.

Sale of Series F Preferred Stock

On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK Convertible Perpetual Preferred Stock (the “Series F”) with the Delaware Secretary of State.

The number of shares of Series F designated is 140,000 and each share of Series F has a stated value equal to $ 1,000 .

Each share of Series F Preferred Stock shall have a par value of $ 0.01 .Holders of the Series F are entitled to receive payment in kind dividends (“PIK Dividends”) at the quarterly rate of three-hundredths of one share outstanding per Series F Share.

The Series F can be converted at the option of the Series F shareholder into shares of the Company’s common stock at a price equal to 65% of the Volume Weighted Average Price (“VWAP”) on the conversion date.

Purchase Agreement

On April 11, 2023, the Company entered into securities purchase agreements (each a “Purchase Agreement”) with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $ 0.01 per share (the “Series F Shares”) and (ii) warrants to purchase shares of Common Stock (the “Warrants,” and together with the Series F Shares, the “Securities”).

The closing on the first tranche of the offering resulted in gross proceeds to the Company of $ 650,000 .

The net proceeds to the Company from the first tranche of the offering were $ 511,000 , after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering for general operating expenses.

In connection with the Purchase Agreement, the Company also entered into a registration rights agreement.

Exchange Agreements

Also in connection with the Purchase Agreement, the Company entered into separate exchange agreements pursuant to which the investors in the Series E 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).

Appointment of Ms.

Sheila Schweitzer as Chairperson of the Board of Directors and President, Chief Operating Officer

Effective June 1, 2023, the Board of Directors appointed Ms.

Sheila Schweitzer to the position of President and Chief Operating Officer.

Schweitzer will receive a salary in the amount of $ 200,000 per year.

Her employment agreement is for a period of one year.

Effective June 06, 2023, the Board of Directors of the Company appointed Ms.

Schweitzer who has been a member of the Board of Directors since 2021, to the position of Chairperson, replacing Mr.

Tom Brodmerkel, who has completed his term as Chair.

Brodmerkel will remain as Chief Financial Officer and continue to serve as a member of the Company’s Board of Directors.

On January 17, 2024, because of the substantially lower price realized on the OTC Expert Market the holders of the Series X Preferred shares have modified their policy on pricing of the restricted common stock used for the dividend payments.

Until further notice the number of dividend shares will be determined using a price per share of $ .80 in computing the number of shares to be issued.

This represents a 20% discount to the average closing price immediately before the trading of the common stock was moved onto the OTC Expert Market.

On January 24, 2024 the Company received funding after entering into a lending agreement with each of two (2) of its historical institutional investors, Cavalry Fund and Mercer Street Capital (“the Lenders”).

The notes provide $ 25,000 of proceeds each, are for 12 -month period, and earn interest at ten percent ( 10 %) per year.

The Lenders and the Company have agreed that the use of the proceeds are intended to fund compliance related costs such as SEC reporting, audit, legal and accounting related.

On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock for the period from July 2023 through December 31, 2023.

On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate a previously approved authorization for a reverse split of its common stock at a ratio of up to 4:1 , previously disclosed on January 4, 2023.

On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the first quarter of 2024 using the $.80 price per share as noted above.

Effective April 1, 2024 the Company intends to return to the dividend payment terms as defined in the Certificate of Designation for the Series X Preferred stock, as such the share price used in future dividend payment shall be determined using the closing price of the common stock on the 15 th day of each month, and the shares shall be issued quarterly to reduce administrative costs.

Advisory Board

The Board of Directors recently authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company.

These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act.

The compensation for the participants shall be $60,000 per year paid through the issuance of restricted common stock.

The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment.

On March 19, 2024, the Company announced its first participants to that Board.

Each will receive $60,000 of restricted common stock for their services over the next 12 months.

The Board has determined that the price per share for the restricted stock shall be $.80, the same pricing used for the payment of dividends to Series X Preferred shareholders.

This results in the issuance of 75,000 shares for each member, in aggregate 225,000 shares of restricted common stock.

Issuance of Series X Preferred share dividends

The Series X Preferred shares accrue dividends at a rate of 10% annually and may be paid in cash or the issuance of restricted common stock.

To date the dividends have only been paid through the issuance of restricted common stock.

While the documented policy for determining the share price used in such dividend payment states the closing price of the common stock on the 15 th day of each month, this policy was recently modified such that starting in July 2023 and continuing until such time that the common stock of the Company trading on a market other than the OTC Expert Market the Company intends to pay the Series X dividends using restricted common stock with a valuation of $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform.

The effect of this change was to substantially reduce the number of shares to be issued for the payment of the dividends.

On February 27, 2024 the Company entered into a lending agreements with each of three (3) of its historical institutional investors, Cavalry Fund, AJB and Mercer Street Capital (“the Lenders”).

The notes provide $ 50,000 of proceeds each, are for 12 -month period, and earn interest at ten percent ( 10 %) per year.

On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends during the first quarter of 2024 using the $.80 price per share as noted above.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 27, 2024, we retained Accell Audit & Compliance, P.A.

(“Accell”) to perform our audit work for the year ended December 31, 2023.

There were no disagreements with accountants.

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-K

Item 8. Financial Statements and Supplementary Data