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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-16 · 589 added, 282 removed, 31 unchanged (97% of the section changed)

Investing in our securities involves a high degree of risk.

You should carefully consider the risks described below, as well as the other information in this Form 10-K, including our financial statements and the related notes and the section titled “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in this Form 10-K, before deciding whether to invest in our securities.

The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects.

Investing in our securities involves a high degree

You should carefully consider the risks described below, as well as the other information in this Form 10-K, including our financial

statements and the related notes and the section titled “ Management ’ s Discussion and Analysis of Financial Condition

and Results of Operations ” in this Form 10-K, before deciding whether to invest in our securities.

The occurrence of any

of the events or developments described below could harm our business, financial condition, results of operations and growth prospects.

In such an event, the market price of our securities could decline, and you may lose all or part of your investment.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Some statements in this Form 10-K, including such statements in the following risk factors, constitute forward-looking statements.

See the section entitled “ Cautionary Note Regarding Forward-Looking Statements.

Special Notice Regarding the Worldwide Covid-19 Crisis

The world economy is facing significant uncertainties as a result of the worldwide COVID-19 crisis.

While we are a small company and have a limited workforce, it is likely we will face increased risk in the case that our financing needs are delayed;

our acquisition targets face liquidity issues;

or if our professional relationships are challenged from limited staff availability or access.

We cannot predict with any certainty whether and to what degree the disruption caused by the COVID-19 pandemic and reactions thereto will continue and expect to face difficulty in developing our business and building our planned clinics.

It is not possible for us to accurately predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations or financial condition at this time, but such effects may be material.

The COVID-19 pandemic may also have the effect of heightening many of the other risks identified elsewhere in this section.

Risks Related to our Financial Condition

We are in the initial stages of our present business plan and have a limited historical performance for you to base an investment decision upon, and we may never become profitable.

We have only a limited history and a new business plan upon which an evaluation of our prospects and future performance can be made.

Our planned operations are subject to all business risks associated with new companies.

The likelihood of our success must be considered considering the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment of a new business, operation in a competitive industry.

There is a possibility that we could sustain losses in the future.

There can be no assurances that we will ever operate profitably.

There is substantial doubt about our ability to continue as a going concern because of our limited operating history, history of losses and financial resources, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

We have a history of losses.

Additional risks

and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Some statements

in this Form 10K, including such statements in the following risk factors, constitute forward-looking statements.

See the section entitled

“ Cautionary Note Regarding Forward-Looking Statements.

Related to our Business

are in the initial stages of our present business plan and have a limited historical performance for you to base an investment decision

upon, and we may never become profitable.

have a new business plan and no operating history upon which an evaluation of our prospects and future performance can be made.

operations are subject to all business risks associated with new companies.

The likelihood of our success must be considered considering

the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment of a new

business, operation in a competitive industry.

There is a possibility that we could sustain losses for a long time or may never operate

If we are not successful in implementing our strategy as anticipated, continue to incur losses, and fail to raise additional

capital, we may need to consider alternative options and in an extreme scenario, shut down operations.

success of our business is dependent on subscription and renewal of our services by customers.

growth will be dependent upon successful onboarding of customers who subscribe to our data storage, data hosting, data center, and managed

service offerings.

This success is dependent on successful marketing strategy, network building and expansion, and advertising, all of

which will incur capital expenditure.

Moreover, if and when we onboard customers, customers have no obligation to renew their subscriptions

for our services after the expiration of their contractual subscription period, and in the normal course of business, some customers

will elect not to renew.

In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths or switch to

lower cost offerings of our services, particularly in times of general economic uncertainty.

future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions

of our services to our current customers.

This may also require increasingly sophisticated and costly sales efforts that are targeted

at senior management.

Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including

general economic conditions and customer receptiveness to any price changes related to these additional features and services.

may become involved in legal proceedings that could have a material adverse impact on our business, results of operations and financial

time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings

and claims, including for example, employment disputes and litigation;

client disputes and litigation alleging solution and implementation

defects, intellectual property infringement, violations of law and breaches of contract and warranties;

and other third party disputes

and litigation alleging intellectual property infringement, violations of law, and breaches of contracts and warranties.

all of our current outstanding obligations of approximately $2.7 million arise from settlement agreements with the property owners of

the locations utilized for our clinic business, which was shuttered in Q4 of FY2022, or default judgments issued by state courts against

While we believe that we have settled pending litigation, there can be continued, or renewed, claims from existing creditors,

judgement holders or other holders of its historical obligations.

Management continues to resolve its historical obligations through

negotiation and use of its securities, though not all holders of its historical obligations appreciate the opportunity to own equity

in the Company.

Nonetheless, the Company may not be able to fund the payment of its historical obligations in the form of cash until

it becomes cash-flow positive.

proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, and

disruptive to our operations and distracting to management.

If resolved against us, such legal proceedings could result in excessive

verdicts, injunctive relief or other equitable relief that may affect how we operate our business.

Similarly, if we settle such legal

proceedings, it may affect how we operate our business.

Future court decisions, alternative dispute resolution awards, business expansion

or legislative activity may increase our exposure to litigation and regulatory investigations.

In some cases, substantial non-economic

remedies or punitive damages may be sought.

Adverse outcomes may result in significant monetary damages or injunctive relief that could

adversely affect our ability to conduct our business.

are in an intensely competitive industry and there is no assurance we will be able to compete with our competitors who have greater resources

Because we are a new business, our competitors may

have greater name recognition, longer operating history and significantly greater resources than we do.

Further, the data services industry

is a highly competitive and established market with an abundance of domestic and international firms offering services similar to ours.

In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors

of complementary services, technologies, or services to increase the availability of their solutions in the marketplace.

new competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies,

greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage.

Further, our current or potential competitors may be acquired by third parties with greater available resources.

As a result, our competitors

may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer

and patient requirements and may have the ability to initiate or withstand substantial price competition.

technological change in our industry presents us with significant risks and challenges.

success will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market

new services to access new consumer populations.

There is no guarantee that we will possess the resources, either financial or personnel,

for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully

and avoid technological or market obsolescence.

Further, there can be no assurance that technological advances by one or more of our

competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive

we do not manage our strategy effectively, our revenue, business and operating results may be harmed.

have not yet generated significant revenues from our present operations and may not do so for an indefinite period of time.

revenues and profitability depend upon our ability to successfully implement a growth strategy.

There can be no assurance given that

we will be successful in executing our growth strategy, and even if we achieve our strategic plan, that we will realize, in full or in

part, the anticipated benefits we expect our strategy will achieve.

The failure to realize those benefits could have a material adverse

effect on our business, financial condition, and results of operations.

Acquisitions may require greater than anticipated investment

of operational and financial resources.

Acquisitions and related growth may also require the integration of different services, assimilation

of new employees, diversion of management and IT resources, increases in administrative costs and other additional costs associated with

any debt or equity financings undertaken in connection with such acquisitions.

We may not be able to effectively manage this expansion

in any one or more of these areas, and any failure to do so could significantly harm our business, financial condition, and results of

We cannot assure you that any acquisition we undertake will be successful.

Future growth will also place additional demands

on our resources and may require us to hire and train additional employees.

We will need to expand and acquire systems and infrastructure

to accommodate our planned operations.

The failure to implement our plan of operations and manage any future growth effectively will

materially and adversely affect our business.

Related to our Financial Condition

is substantial doubt about our ability to continue as a going concern because of our limited operating history, history of losses and

financial resources, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail

our operations.

have a history of losses.

We have nominal revenues from our operations.

The Report of our Independent Registered Public Accounting Firm issued in connection with our audited financial statements for the calendar year ended December 31, 2023, expressed substantial doubt about our ability to continue as a going concern, since we have had recurring operating losses and our lack of liquidity and working capital.

The Report of our Independent Registered Public Accounting Firm

issued in connection with our audited financial statements for the calendar year ended December 31, 2024 and 2023, expressed substantial

doubt about our ability to continue as a going concern, since we have had recurring operating losses and our lack of liquidity and working

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

We have generated only minimal revenues from our present business plan.

If we generate revenue more slowly than we anticipate, or if our operating expenses are higher than we expect, we may not be able to pay our operating expenses or achieve profitability and our financial condition could suffer.

have generated only minimal revenues from our present business plan.

If we generate revenue more slowly than we anticipate, or if our

operating expenses are higher than we expect, we may not be able to pay our operating expenses or achieve profitability and our financial

condition could suffer.

Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted.

Unless such cash flow levels are achieved, we will need to borrow additional funds or sell debt or equity securities, or some combination thereof, to obtain funding for our operations.

Unless such cash flow levels are achieved, we will need to borrow additional funds or sell debt or equity securities, or some combination

thereof, to obtain funding for our operations.

Such additional funding may not be available on commercially reasonable terms, or at all.

We will need additional capital to implement and fund our operations .

The extent of our capital needs will depend on numerous factors, including (i) the availability and terms of any financing available to us;

(ii) the opening of medical clinics by our competitors in the geographic areas where we plan to operate;

will need additional capital to implement and fund our operations.

extent of our capital needs will depend on numerous factors, including (i) the availability and terms of any financing available to us;(ii)

the success of our newly established business plan;

(iii) the level of our investment in research and development;

(iv) the amount of our capital expenditures, including acquisitions;

(iv) the amount of

our capital expenditures, including acquisitions;

and (v) regulations applicable to our operations.

We cannot assure you that we will be able to obtain capital in the future to meet our needs.

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us.

Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders.

In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences, and privileges senior to our Common Stock.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

We may incur additional debt in the future which may contain restrictive covenants and impair our operating flexibility.

Because we currently have no significant revenue and limited cash on hand, we must seek funds for our operational plans.

If we incur additional indebtedness in the future, a portion of the cash flow we generate, if any, will be dedicated to the payment of principal and interest on outstanding indebtedness.

We cannot assure you that we will

be able to obtain capital in the future to meet our needs.

Even if we do find a source of additional capital, we may not be able to negotiate

terms and conditions for receiving the additional capital that are acceptable to us.

Any future capital investments could dilute or otherwise

materially and adversely affect the holdings or rights of our existing stockholders.

In addition, new equity or convertible debt securities

issued by us to obtain financing could have rights, preferences, and privileges senior to our Common Stock.

We cannot give you any assurance

that any additional financing will be available to us, or if available, will be on terms favorable to us.

may incur additional debt in the future which may contain restrictive covenants and impair our operating flexibility.

we currently have no significant revenue and limited cash on hand, we must seek funds for our operational plans.

If we incur additional

indebtedness in the future, a portion of the cash flow we generate, if any, will be dedicated to the payment of principal and interest

on outstanding indebtedness.

Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility.

Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants.

A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of our stockholders.

A judgment creditor would have the right to foreclose on our limited assets resulting in a material adverse effect on our business, operating results, and financial condition.

We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated, or that additional material weaknesses will not occur in the future.

As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.

We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.

We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

We have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified to date include (i) lack of segregation of duties, (ii) lack of sufficient resources to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and (iii) lack of formal control procedures related to the approval of related party transactions.

A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of

such lender which would be senior to the rights of our stockholders.

A judgment creditor would have the right to foreclose on our limited

assets resulting in a material adverse effect on our business, operating results, and financial condition.

have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated,

or that additional material weaknesses will not occur in the future.

a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.

We expect that the requirements

of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities

more difficult, time consuming and costly, and place significant strain on our personnel, systems, and resources.

Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control

over financial reporting.

do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.

continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to

be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods

specified in SEC rules and forms.

Our management is responsible for establishing and maintaining adequate internal control over our financial

reporting, as defined in Rule 13a-15(f) under the Exchange Act.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies or procedures may deteriorate.

have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified to date include (i)

lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by us in the

reports that we file or submit to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the

SEC’s rules and forms.

As such, our internal controls over financial reporting were not designed or operating effectively.

We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff.

However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We have not yet retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation to devise and implement effective disclosure controls and procedures, or internal controls.

We will be required to expend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses.

We cannot assure you that management will be successful in locating and retaining appropriate candidates;

that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future;

or that appropriate candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.

Our ability to retain staff with appropriate experience in GAAP presentation will also be dependent upon the revenue we generate from operations and our ability to raise sufficient funding.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.

Further, weaknesses in our disclosure controls or our internal controls over financial reporting may be discovered in the future.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results, or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.

Any failure to implement and maintain effective internal controls over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal controls over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.

Ineffective disclosure controls and procedures, and ineffective internal controls over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Common Stock and Warrants.

Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer a “smaller reporting company” as defined in the Jumpstart Our Business Startups (JOBS) Act of 2012.

At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our Common Stock and Warrants.

The issuance of additional shares of our Common Stock, Warrants, convertible Preferred Stock and other convertible securities may dilute the percentage ownership of the then-existing stockholders and may make it more difficult to raise additional equity capital.

As of December 31, 2023, there were outstanding options and warrants to purchase 100,934 and 673,208 shares of Common Stock, respectively.

The exercise of such options and warrants and conversion of convertible securities would dilute the then-existing stockholders’ percentage ownership of our stock, and any sales in the public market of Common Stock underlying such securities could adversely affect prevailing market prices for the Common Stock.

Moreover, the terms upon which we would be able to obtain additional equity capital could be adversely affected because the holders of our options and warrants could exercise them at a time when we would likely be able to obtain any needed capital on terms more favorable to us than those provided by such securities.

In January 2024 we terminated our stock option plan and cancelled all outstanding options.

Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturn.

Our operating results and liquidity could be negatively affected by economic conditions generally, both in the United States and elsewhere around the world.

The market for clinics and services we provide may be particularly vulnerable to unfavorable economic conditions.

Some customers may consider certain of our services to be discretionary, and if full reimbursement for such services is not available, demand for these services may be tied to the discretionary spending levels of our targeted patient populations.

Domestic and international equity and debt markets have experienced and may continue to experience heightened volatility and turmoil based on domestic and international economic conditions and concerns.

In the event these economic conditions and concerns continue or worsen, and the markets continue to remain volatile, our operating results and liquidity could be adversely affected by those factors in many ways, including weakening demand for certain of our services and making it more difficult for us to raise funds if necessary, and our stock price may decline.

Settlements with various leaseholders and vendors have created obligations that may hinder our ability to finance future operations

As a result of obligations to leaseholders and construction related vendors we now have settlement agreements and consent judgements in the total amount of approximately $3 million.

These obligations bear interest at various rates according to the local law in addition to the face amounts owed.

will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding

However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify

or avoid material weaknesses in the future.

have not yet retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation to

devise and implement effective disclosure controls and procedures, or internal controls.

We will be required to expend time and resources

hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses.

We cannot assure

you that management will be successful in locating and retaining appropriate candidates;

that newly engaged staff or outside consultants

will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future;

or that appropriate

candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.

to retain staff with appropriate experience in GAAP presentation will also be dependent upon the revenue we generate from operations

and our ability to raise sufficient funding.

We believe that the material weaknesses as reported will eventually be fully remediated,

upon being properly capitalized to hire the proper personnel for segregation of duties and SEC and GAAP accounting knowledge.

current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.

weaknesses in our disclosure controls or our internal controls over financial reporting may be discovered in the future.

to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating

results, or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior

Any failure to implement and maintain effective internal controls over financial reporting could also adversely affect the results

of management reports and independent registered public accounting firm audits of our internal controls over financial reporting that

we will eventually be required to include in our periodic reports that will be filed with the SEC.

Ineffective disclosure controls and

procedures, and ineffective internal controls over financial reporting could cause investors to lose confidence in our reported financial

and other information, which would likely have a negative effect on the market price of our Common Stock.

independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting

until after we are no longer a “smaller reporting company” as defined in the Jumpstart Our Business Startups (JOBS) Act of

At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied

with the level at which our internal control over financial reporting is documented, designed, or operating.

Any failure to maintain

effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business

and operating results and cause a decline in the market price of our Common Stock.

operating results and liquidity needs could be negatively affected by market fluctuations and the economic downturn.

operating results and liquidity could be negatively affected by economic conditions generally, both in the United States and elsewhere

around the world.

Domestic and international equity and debt markets have experienced and may continue to experience heightened volatility

and turmoil based on domestic and international economic conditions and concerns.

In the event these economic conditions and concerns

continue or worsen, and the markets continue to remain volatile, our operating results and liquidity could be adversely affected by those

factors in many ways, including weakening demand for certain of our services and making it more difficult for us to raise funds if necessary,

and our stock price may decline.

addition, the global macroeconomic environment could be negatively affected by, among other things, a resurgence of COVID-19 or other

pandemics or epidemics, instability in global economic markets, increased U.S.

trade tariffs and trade disputes with other countries,

instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal

of the United Kingdom from the European Union, the Russian invasion of Ukraine, the war in the Middle East and other political tensions,

and foreign governmental debt concerns.

Such challenges have caused, and may continue to cause, uncertainty and instability in local

economies and in global financial markets.

We are actively monitoring the effects these disruptions and increasing inflation could have

on our operations.

These conditions make it extremely difficult for us to accurately forecast and plan future business activities.

with various leaseholders and vendors have created obligations that may hinder our ability to finance future operations

a result of obligations to leaseholders and construction-related vendors we now have settlement agreements and consent judgements in

the total amount of approximately $2.7 million.

These obligations bear interest at various rates according to the local law in addition

to the face amounts owed.

The existence of these obligations may inhibit our ability to attain further financing.

Risks Related to our Business .

We may become involved in legal proceedings that could have a material adverse impact on our business, results of operations and financial condition .

From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings and claims, including for example, employment disputes and litigation;

client disputes and litigation alleging solution and implementation defects, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties;

and other third party disputes and litigation alleging personal injury, intellectual property infringement, violations of law, and breaches of contracts and warranties.

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 (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.

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 twelve months ended December 31, 2023, and the balance of the loan was recorded at the amount of $421,788 representing the net cash flows discounted at 1%.

During the twelve months ended December 31, 2023, the Company made principal payments of $11,555 on this loan;

during the twelve months ended December 31, 2023, the Company recorded interest in the amount of $5,719 on this loan.

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 of its restricted common stock, plus $3,000 in cash for reimbursement of expenses related to settling the suit with the vendor.

All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, and disruptive to our operations and distracting to management.

If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business.

Similarly, if we settle such legal proceedings, it may affect how we operate our business.

Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations.

In some cases, substantial non-economic remedies or punitive damages may be sought.

Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all.

If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have a material adverse effect on our business, results of operations and financial condition.

We are in an intensely competitive industry and there is no assurance we will be able to compete with our competitors who have greater resources than us.

Because we are a new business, our competitors may have greater name recognition, longer operating history and significantly greater resources than we do.

Further, our current or potential competitors may be acquired by third parties with greater available resources.

As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer and patient requirements and may have the ability to initiate or withstand substantial price competition.

In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors of complementary services, technologies, or services to increase the availability of their solutions in the marketplace.

Accordingly, new competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage.

Rapid technological change in our industry presents us with significant risks and challenges.

Our success will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new consumer populations.

There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence.

Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

If we do not manage our strategy effectively, our revenue, business and operating results may be harmed.

We have not yet generated significant revenues from our present operations and may not do so for an indefinite period of time.

Our strategy to operate walk-in clinics, provide telemedicine and acquire complimentary business in the future was not successful.

Our future revenues and profitability depend upon our ability to successfully implement a growth strategy.

There can be no assurance given that we will be successful in executing our growth strategy, and even if we achieve our strategic plan, that we will realize, in full or in part, the anticipated benefits we expect our strategy will achieve.

The failure to realize those benefits could have a material adverse effect on our business, financial condition, and results of operations.

Acquisitions may require greater than anticipated investment of operational and financial resources.

Acquisitions and related growth may also require the integration of different services, assimilation of new employees, diversion of management and IT resources, increases in administrative costs and other additional costs associated with any debt or equity financings undertaken in connection with such acquisitions.

We may not be able to effectively manage this expansion in any one or more of these areas, and any failure to do so could significantly harm our business, financial condition, and results of operations.

We cannot assure you that any acquisition we undertake will be successful.

Future growth will also place additional demands on our resources and may require us to hire and train additional employees.

We will need to expand and acquire systems and infrastructure to accommodate our planned operations.

The failure to implement our plan of operations and manage any future growth effectively will materially and adversely affect our business.

Risks Related to Government Regulation

If the statutes and regulations in our industry change, our business could be adversely affected.

If there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices, or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition, and results of operations.

We must comply with Environmental and Occupational Safety and Health Administration Regulations.

While operating our healthcare clinic subsidiary we were subject to federal, state, and local regulations governing the storage, use and disposal of waste materials and products.

Although we believe that our safety procedures for storing, handling, and disposing of these materials and products comply with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials.

In the event of an accident, we could be held liable for any damages that result and any liability could exceed the limits or fall outside the coverage of our insurance coverage, which we may not be able to maintain on acceptable terms, or at all.

We could incur significant costs and attention of our management could be diverted to comply with current or future environmental laws and regulations.

Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us, including those protecting employees from exposure to elements such as blood-borne pathogens.

We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject to as those regulations are being implemented, which could adversely affect our operations.

Risks Related to Acquisitions

Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

While we intend that any acquisitions that we consummate will typically be structured as asset purchase agreements in which we attempt to limit our risk and exposure relative to the respective sellers’ liabilities, we cannot guarantee that we will be successful in avoiding all liability.

Creditors may seek to hold us accountable for seller debt and customers and for seller breaches of contract prior to our transactions.

Related to Government Regulation

concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data transfer restrictions and other domestic

regulations may limit the use and adoption of our services and adversely affect our business.

related to the provision of services over the Internet is evolving, as federal and state governments continue to adopt new, or modify

existing, laws and regulations addressing data privacy, cybersecurity, data protection, data collection, processing, storage, hosting,

transfer and use of data, generally.

Data privacy laws, such as the California Consumer Privacy Act (“CCPA”) as amended by

the California Privacy Rights Act (“CPRA”), and laws that have recently passed and/or gone into effect in many other states

similarly impose new obligations on us and many of our customers, potentially as both businesses and service providers.

These laws continue

to evolve, and as various jurisdictions introduce similar proposals, we and our customers could be exposed to additional regulatory burdens.

addition, various safe harbors have historically been provided to those who hosted content provided by others, such as safe harbors from

monetary damages for copyright infringement arising from copyrighted content provided by customers and others and for defamation and

other torts arising from information provided by customers and others.

There is an increasing demand for repealing or limiting these

safe harbors by either judicial decision or legislation, and we have active legal proceedings that have been impacted by the repeal or

limiting of safe harbors that were previously available to us.

Loss of these safe harbors may require altering or limiting some of our

services or may require additional contractual terms to avoid liabilities for our customers’ misconduct.

These laws may require us to make additional changes

to our practices and services to enable us or our customers to meet the new legal requirements and may also increase our potential liability

exposure through new or higher potential penalties for noncompliance, including as a result of penalties, fines and lawsuits related

to data breaches.

Furthermore, privacy laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions.

These and other requirements are causing increased scrutiny among customers and may be perceived differently from customer to customer.

These developments could reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our

ability to store, transfer and process data or, in some cases, impact our ability or our customers’ ability to offer our services

in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from customer data globally.

costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our

services, reduce overall demand for our services, make it more difficult to meet expectations from our commitments to customers and our

customers’ customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the

pace at which we close sales transactions, in particular where customers request specific warranties and unlimited indemnity for noncompliance

with privacy laws, any of which could harm our business.

Furthermore, the uncertain and shifting regulatory

environment and trust climate may raise concerns regarding data privacy and cybersecurity, which may cause our customers or our customers’

customers to resist providing the data necessary to allow our customers to use our services effectively.

In addition, new products we

develop or acquire in connection with changing events may expose us to liability or regulatory risk.

Even the perception that the privacy

and security of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of

our products or services and could limit adoption of our cloud-based solutions.

Industry-specific

regulations and other requirements and standards are evolving, and unfavorable industry-specific laws, regulations, interpretive positions

or standards could harm our business.

customers and potential customers could conduct business in a variety of industries, including financial services, the public sector,

healthcare and telecommunications.

Regulators in certain industries have adopted and may in the future adopt regulations or interpretive

positions regarding the use of cloud computing, AI services and other outsourced services.

The costs of compliance with, and other burdens

imposed by, industry-specific laws, regulations and interpretive positions may limit our customers’ use and adoption of our services

and reduce overall demand for our services.

Compliance with these regulations may also require us to devote greater resources to support

certain customers, which may increase costs and lengthen sales cycles.

In the United States, a cybersecurity Executive Order released

in May 2021 may heighten future compliance and incident reporting standards in order to obtain certain public sector contracts.

are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our services

where required, our business may be harmed

in some cases, industry-specific, regionally specific or product-specific laws, regulations or interpretive positions may impact our

ability, as well as the ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer and share

personal and other information that is integral to certain services we provide.

The interpretation of many of these statutes, regulations

and rulings is evolving in the courts and administrative agencies and an inability to comply may have an adverse impact on our business

This impact may be particularly acute in countries that have passed or are considering passing legislation that requires

data to remain localized “in country,” as this may impose financial costs on companies required to store data in jurisdictions

not of their choosing and to use nonstandard operational processes that add complexity and are difficult and costly to integrate with

global processes.

countries are applying their data and consumer protection laws to AI, and particularly generative AI, and/or are considering legal frameworks

Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.

the statutes and regulations in our industry change, our business could be adversely affected.

there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices,

or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition,

and results of operations.

Related to Acquisitions

may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

we intend that any acquisitions that we consummate will typically be structured as asset purchase agreements in which we attempt to limit

our risk and exposure relative to the respective sellers’ liabilities, we cannot guarantee that we will be successful in avoiding

all liability.

Creditors may seek to hold us accountable for seller debt and customers and for seller breaches of contract prior to our

transactions.

Occasionally, disaffected shareholders may attempt to interfere with our business acquisitions.

We will attempt to minimize all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations from sellers, and leveraging experienced professionals when appropriate;

We will attempt to minimize

all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations from sellers,

and leveraging experienced professionals when appropriate;

however, there can be no assurance that we will be able to mitigate all risks.

We may be unable to implement our strategy of acquiring companies.

Although we expect that one or more acquisition opportunities will become available in the future, we may not be able to acquire companies at all or on terms favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better capitalized competitors may seek to acquire some of the companies we may be interested in.

Competition for acquisitions would likely increase acquisition prices and result in us having fewer acquisition opportunities.

Depending on the type of businesses we acquire, we may have varying cost saving and/or cross-selling opportunities with the acquired business.

However, there is no assurance that we will achieve anticipated cost savings and cross-selling on our acquisitions, and failure to do so may mean we overpaid for such acquisitions.

In completing any acquisitions, we will rely upon the representations and warranties and indemnities made by the sellers with respect to each acquisition as well as our own due diligence investigation.

We cannot be assured that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of the acquired companies or their customers.

To the extent that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected benefit from such acquisition, and we will have overpaid in cash, stock, assumed debt, seller notes, and/or earnouts for the value received in that acquisition.

Future acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization expense.

Future acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities, the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an adverse effect on our business, financial condition, and results of operations.

We face risks arising from acquisitions that we pursue in the future.

may be unable to implement our strategy of acquiring companies.

we expect that one or more acquisition opportunities will become available in the future, we may not be able to acquire companies at

all or on terms favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we will

be able to borrow funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better capitalized

competitors may seek to acquire some of the companies we may be interested in.

Competition for acquisitions would likely increase acquisition

prices and result in us having fewer acquisition opportunities.

Depending on the type of businesses we acquire, we may have varying cost

saving and/or cross-selling opportunities with the acquired business.

However, there is no assurance that we will achieve anticipated

cost savings and cross-selling on our acquisitions, and failure to do so may mean we overpaid for such acquisitions.

In completing any

acquisitions, we will rely upon the representations and warranties and indemnities made by the sellers with respect to each acquisition

as well as our own due diligence investigation.

We cannot be assured that such representations and warranties will be true and correct

or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of the acquired

companies or their customers.

To the extent that we are required to pay for obligations of an acquired company, or if material misrepresentations

exist, we may not realize the expected benefit from such acquisition, and we will have overpaid in cash, stock, assumed debt, seller

notes, and/or earnouts for the value received in that acquisition.

acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization

acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities,

the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an

adverse effect on our business, financial condition, and results of operations.

face risks arising from acquisitions that we pursue in the future.

We may pursue strategic acquisitions in the future.

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counter parties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses.

Fully integrating an acquired company or business into our operations may take a significant amount of time.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize he full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

Risks Related to Our Management

Our executive officers, directors and certain key stockholders own and control a significant number of voting securities and so long as they do, they are able to control the outcome of stockholder voting.

Our directors as well as certain other key shareholders are the owners of approximately 53% of the voting shares of the Company as of March 11, 2024 as a result of their ownership over our Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”), and Common Stock.

The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate of 400 votes for each share owned, one (1) vote for each common holder.

As such, our management can determine the outcome of all matters submitted to our stockholders for approval, including the election of directors.

Our management’s control of our voting securities may make it impossible to complete some corporate transactions without its support and may prevent a change in our control.

In addition, this ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our Common Stock.

Risks Relating to Ownership of our Stock

We completed a reverse stock split of our shares of common stock, which may reduce and may limit the market trading liquidity of the shares due to the reduced number of shares outstanding and may potentially have an anti-takeover effect.

We completed a reverse stock split, or the Reverse Stock Split, of our common stock by a ratio of one-for-fifty (1:50) effective December 12, 2022.

The liquidity of our common stock may be adversely affected by the Reverse Stock Split as a result of the reduced number of shares outstanding following the Reverse Stock Split.

In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales.

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock.

However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock.

As a result, there can be no assurance that the Reverse Stock Split will result in the intended benefits, that the market price of our common stock will remain higher following the Reverse Stock Split or that the market price of our common stock will not decrease in the future.

Shares eligible for future sale may have an adverse effect on our share price.

Sales of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our shares.

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment,

difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired

entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counter parties to

satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that

could negatively impact our growth expectations for the acquired businesses.

Fully integrating an acquired company or business into our

operations may take a significant amount of time.

We cannot assure you that we will be successful in overcoming these risks or any other

problems encountered with acquisitions and other strategic transactions.

These risks may prevent us from realizing the expected benefits

from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of

goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition

or multiple acquisitions within a short period of time.

Related to Our Management

executive officers, directors and certain key stockholders own and control a significant number of voting securities and so long as they

do, they are able to control the outcome of stockholder voting.

executive officer, directors as well as certain other key shareholders are the owners of approximately 50% of the voting shares of the

Company as of December 31, 2024 as a result of their ownership of our Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series

X Preferred Stock”), and Common Stock.

The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate

of 400 votes for each share owned, one (1) vote for each common holder.

As such, our board can determine the outcome of all matters submitted

to our stockholders for approval, including the election of directors.

Our management’s control of our voting securities may make

it impossible to complete some corporate transactions without its support and may prevent a change in our control.

In addition, this

ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly

depressing the trading price of our Common Stock.

Relating to Ownership of our Stock

eligible for future sale may have an adverse effect on our share price.

of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our

We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes.

We are not required to offer any such shares to existing shareholders on a preemptive basis.

Therefore, it may not be possible for existing shareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We currently intend to retain all our future earnings to finance the growth and development of our business, and therefore, we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We believe it is likely that our Board will continue to conclude, that it is in our best interests to retain all earnings (if any) for the development of our business.

In addition, the terms of any future debt agreements may preclude us from paying dividends.

As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.

Securities and industry analysts do not currently, and may never, publish research on our company.

If no securities or industry analysts commence coverage of our company, the trading price for our stock would likely be negatively impacted.

In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline.

If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future.

On April 1, 2024, the reported closing price of our Common Stock was $0.26, while on April 2, 2024 the reported closing sales price was $.43.

For comparison purposes during the last 52 weeks prior to April 2, 2024 our stock price had a low closing price of $.02 and a high closing price of $1.51.

The decrease in stock price is believed to be related to the closing of our clinics in 2022, as well as a general reduction in market liquidity for smaller companies and their stocks.

We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects.

The stock market in general and the market for telehealth companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

For example, the recent outbreak of the COVID-19 coronavirus has caused broad stock market and industry fluctuations.

In addition, sales of substantial amounts of our Common Stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our Common Stock and Warrants and our stock price may decline substantially in a short period of time.

As a result, our stockholders could suffer losses or be unable to liquidate holdings.

As a result of this volatility, investors may experience losses on their investment in our Common Stock.

The market price for our Common Stock may be influenced by many factors, including the following:

sale of our Common Stock by our stockholders, executives, and directors;

volatility and limitations in trading volumes of our securities;

our ability to obtain financings to implement our business plans;

the timing and success of introductions of new clinics;

our ability to attract new customers;

changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders;

our cash position;

announcements and events surrounding financing efforts, including debt and equity securities;

our inability to enter new markets or develop new products;

reputational issues;

our inability to successfully manage our business or achieve profitability;

announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors;

changes in general economic, political and market conditions in any of the regions in which we conduct our business;

changes in industry conditions or perceptions;

analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

departures and additions of key personnel;

disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations;

changes in applicable laws, rules, regulations, or accounting practices and other dynamics;

market conditions or trends in our industry;

These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance.

Since the stock price of our Common Stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our Common Stock could incur substantial losses.

In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies.

Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

There can be no guarantee that our stock price will remain at current prices or that future sales of our Common Stock will not be at prices lower than those sold to investors.

Additionally, securities of certain companies have recently experienced significant and extreme volatility in stock price due to short sellers of shares of Common Stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company.

Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated.

While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future, and you may lose a significant portion or all your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third party to acquire us and could depress our stock price.

In general, our Board may issue, without a vote of our shareholders, one or more additional series of preferred stock that have more than one vote per share, although our ability to designate and issue preferred stock is currently restricted by covenants in the Certificate of Designation for the Series D or Series F Preferred Stock.

Without these restrictions, our Board could issue preferred stock to investors who support us and our management and give effective control of our business to our management.

Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our Common Stock, Series A Warrants and Series B Warrants.

Therefore, it may not be possible for existing

shareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.

do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We currently intend to retain all our future earnings

to finance the growth and development of our business, and therefore, we do not anticipate paying any cash dividends on our Common Stock

in the foreseeable future.

We believe it is likely that our Board will continue to conclude that it is in our best interests to retain

all earnings (if any) for the development of our business.

In addition, the terms of any future debt agreements may preclude us from

paying dividends.

As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

and trading volume could decline.

The trading market for our Common Stock will depend

in part on the research and reports that securities or industry analysts publish about us or our business.

Securities and industry analysts

do not currently, and may never, publish research on our company.

If no securities or industry analysts commence coverage of our company,

the trading price for our stock would likely be negatively impacted.

In the event securities or industry analysts initiate coverage,

if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business,

our stock price may decline.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,

demand for our stock could decrease, which might cause our stock price and trading volume to decline.

stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our

Common Stock could incur substantial losses.

Our stock price has fluctuated in the past, has

recently been volatile and may be volatile in the future.

On December 13, 2024, the reported closing price of our Common Stock was $0.40,

while on March 21, 2025, the reported closing sales price was $.59.

For comparison purposes during the last 52 weeks prior to December

13, 2024, our stock price had a low closing price of $.02 and a high closing price of $1.00.

We may incur rapid and substantial decreases

in our stock price in the foreseeable future that are unrelated to our operating performance or prospects.

In addition, sales of substantial

amounts of our Common Stock, or the perception that such sales might occur, could adversely affect the prevailing market prices of our

Common Stock and Warrants and our stock price may decline substantially in a short period of time.

As a result, our stockholders could

suffer losses or be unable to liquidate holdings.

As a result of this volatility, investors may experience losses on their investment

in our Common Stock.

The market price for our Common Stock may be influenced by many factors, including the ones discussed in this section

titled “Risk Factors”.

Common Stock has often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell

shares to raise money or otherwise desire to liquidate their shares.

date, there have been many days on which limited trading of our Common Stock took place.

We cannot predict the extent to which investors’

interests will lead to an active trading market for our Common Stock or whether the market price of our Common Stock will be volatile.

If an active trading market does not develop, investors may have difficulty selling our Common Stock.

We are likely to be too small to

attract the interest of many brokerage firms and analysts.

We cannot give investors any assurance that an active public trading market

for our Common Stock will develop or be sustained.

The market price of our Common Stock could be subject to wide fluctuations in response

to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of

our Common Stock, including “short” sales, the operating and stock price performance of other companies that investors may

deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult

for a third party to acquire us and could depress our stock price.

general, our Board may issue, without a vote of our shareholders, one or more additional series of preferred stock that may have such

voting powers, full, enhanced or limited, or no voting powers, and such preferences and relative, participating, optional, or other special

rights and such qualifications, limitations, or restrictions thereof as adopted by the Board, which may include enhanced dividend rights,

rights of redemption, sinking funds to pay dividends, liquidation, and other rights that would be different than, and preferential to,

the rights of the Common Stockholders, although our ability to designate and issue preferred stock is currently restricted by covenants

in the Certificate of Designation for the Series A Amortizing Convertible Preferred Stock.

Without these restrictions, our Board could

issue preferred stock to investors who support us and our management and give effective control of our business to our management.

Additionally,

issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our Common

This could make it more difficult for shareholders to sell their Common Stock.

This could also cause the market price of our Common Stock to drop significantly, even if our business is performing well.

Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline .

Sales of large blocks of our Common Stock could depress the price of our Common Stock.

The existence of these shares and shares of Common Stock that may be issuable upon conversion or exercise, as applicable, of outstanding shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an “overhang” which can act as a depressant to the price of our Common Stock.

The existence of an overhang, whether sales have occurred or are occurring, also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the future at a time and price that we deem reasonable or appropriate.

If our existing shareholders and investors seek to convert or exercise such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the market price of our Common Stock and Warrants.

In addition, the shares of our Common Stock sold in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”).

As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering.

If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock, may decline to a market price at which buyers are willing to purchase the offered Common Stock Warrants and sellers remain willing to sell our Common

Risks Related to Cybersecurity

If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, or are perceived to have been compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions;

This could also cause the market price of our Common

Stock to drop significantly, even if our business is performing well.

Related to Debt Restructuring

of all shares of Series A Preferred Stock into Common Stock may lead to severe dilution of our existing shares.

The Series A Preferred Shares are subject to redemption

by the Company, either in the form of cash or Common Stock, beginning January 1, 2025, at a rate of 1/36 of the total outstanding Series

A Preferred Shares, over the following three years.

The Common Stock redemption shall be at a 10% discount to the average of the five

lowest closing prices over a 30-trading day period.

The last sale price of our Common Stock on March 21, 2025, in the OTC Market was

The total value of the Series A Preferred Stock is $13,323,459.

If the Company redeems all of the shares of Series A Preferred

Stock at a rate of $0.36 per share prior to their mandatory conversion into Common Stock (which occurs at a rate of $4.00 per share),

the Company will have issued an aggregate of 33.3 million shares of Common Stock at the end of the three-year period, which could cause

a dilution of over 70% to our existing shareholders.

of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock

are registering Common Stock issuable in connection with the Restructuring of obligations including all debts, notes, accounts payable,

and certain of its previously issued preferred shares.

Sales of large blocks of our Common Stock could depress the price of our Common

The existence of these shares and shares of Common Stock that may be issuable upon conversion or exercise, as applicable, of outstanding

shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an “overhang” which

can act as a depressant to the price of our Common Stock.

The existence of an overhang, whether sales have occurred or are occurring,

also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the

future at a time and price that we deem reasonable or appropriate.

If our existing shareholders and investors seek to convert or exercise

such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the

market price of our Common Stock.

In addition, the shares of our Common Stock sold in the offering will be freely tradable without restriction

or further registration under the Securities Act.

As a result, a substantial number of shares of our Common Stock may be sold in the

public market following this offering.

If there are significantly more shares of Common Stock offered for sale than buyers are willing

to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered

Common Stock and sellers remain willing to sell our Common Stock.

who buy shares at different times will likely pay different prices.

who purchase shares in this offering at different times will likely pay different prices and so may experience different levels of dilution

and different outcomes in their investment results.

Moreover, the Common Stock issued or issuable in connection with the Restructuring

(as defined below) was at a significant premium to the then market price of the Common Stock and is derived, in substantial part, from

a good faith estimate of the future value of Common Stock of the Company, which may never appreciate at our predicted levels, or worse,

may plummet compared to the current stock price.

If the Common Stock is sold to the investors in this offering at a similar premium,

there is no guarantee that the value of our Common Stock will increase.

The sale price may not accurately reflect the value of our Common

Stock and may not be realized upon any subsequent disposition of the same.

Related to Cybersecurity

our information technology systems or data, or those of third parties upon which we rely, are or were compromised, or are perceived to

have been compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions;

fines and penalties;

4 unchanged sentences

and other adverse consequences.

In the ordinary course of our business, we and the third parties upon which we rely, may collect, receive, store, use, transmit, disclose, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share, or otherwise process proprietary, confidential, and sensitive data, including personal data (such as health-related data regarding clinical trial subjects), intellectual property, and trade secrets.

Cyberattacks, malicious internet-based activity, and online and offline fraud and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.

Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors.

Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities.

During times of war and other major conflicts, we, the third parties upon which we rely, may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services.

We and the third parties upon which we rely may be subject to a variety of threats, including, but not limited to, malicious code (such as viruses and worms), social engineering attacks (including through phishing attacks), malware (including as a result of advanced persistent threat intrusions), denial of service attacks (such as credential stuffing), credential harvesting, software bugs, server malfunctions, software or hardware failures, unauthorized access, natural disasters, fire, terrorism, successful breaches, personnel misconduct or error, or human or technological error, war and telecommunication and electrical failures.

In particular, severe ransomware attacks are becoming increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of sensitive data, reputational harm, and diversion of funds.

Extortion payments may alleviate some of the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

Additionally, the COVID-19 pandemic poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network connections outside our premises.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

We may rely on third parties (such as service providers and technologies) to process sensitive information in a variety of contexts, including without limitation third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and other functions.

Our ability to monitor these third parties’ cybersecurity practices is limited, and these third parties may not have adequate information security measures in place.

If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences.

While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

Any of the previously identified or similar threats could cause a security incident or other incident during which our information technology systems or data could be compromised, which could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our data;

it could also disrupt our ability (and that of third parties upon which we rely) to operate our business.

We may expend significant resources or modify our business activities in an effort to protect against the compromise of our information technology systems and data.

Further, certain data privacy and security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems and data.

If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, including:

government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);

the ordinary course of our business, we and the third parties upon which we rely, may collect, receive, store, use, transmit, disclose,

transfer, disclose, make accessible, protect, secure, dispose of, transmit, share, or otherwise process proprietary, confidential, and

sensitive data, including personal data (such as health-related data regarding clinical trial subjects), intellectual property, and trade

Cyberattacks,

malicious internet-based activity, and online and offline fraud and other similar activities threaten the confidentiality, integrity,

and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.

Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including

traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such

as through theft or misuse), sophisticated nation-states, and nation-state-supported actors.

Some actors now engage and are expected

to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction

with military conflicts and defense activities.

During times of war and other major conflicts, we, the third parties upon which we rely,

may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems

and operations, supply chain, and ability to produce, sell and distribute our goods and services.

We and the third parties upon which

we rely may be subject to a variety of threats, including, but not limited to, malicious code (such as viruses and worms), social engineering

attacks (including through phishing attacks), malware (including as a result of advanced persistent threat intrusions), denial of service

attacks (such as credential stuffing), credential harvesting, software bugs, server malfunctions, software or hardware failures, unauthorized

access, natural disasters, fire, terrorism, successful breaches, personnel misconduct or error, or human or technological error, war

and telecommunication and electrical failures.

In particular, severe ransomware attacks are becoming

increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of sensitive data, reputational

harm, and diversion of funds.

Extortion payments may alleviate some of the negative impact of a ransomware attack, but we may be unwilling

or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

Additionally, the COVID-19

pandemic poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network

connections outside our premises.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional

cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated

entities’ systems and technologies.

Furthermore, we may discover security issues that were not found due diligence of such acquired

or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

may rely on third parties (such as service providers and technologies) to process sensitive information in a variety of contexts, including

without limitation third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and

other functions.

Our ability to monitor these third parties’ cybersecurity practices is limited, and these third parties may not

have adequate information security measures in place.

If our third-party service providers experience a security incident or other interruption,

we could experience adverse consequences.

While we may be entitled to damages if our third-party service providers fail to satisfy their

privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such

In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’

infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

Any of the previously

identified or similar threats could cause a security incident or other incident during which our information technology systems or data

could be compromised, which could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration,

encryption, disclosure of, or access to our data;

it could also disrupt our ability (and that of third parties upon which we rely) to

operate our business.

may expend significant resources or modify our business activities in an effort to protect against the compromise of our information

technology systems and data.

Further, certain data privacy and security obligations may require us to implement and maintain specific

security measures, industry standard or reasonable security measures to protect our information technology systems and data.

we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may

experience adverse consequences, including:

government enforcement actions (for example, investigations, fines, penalties, audits, and

inspections);

additional reporting requirements and/or oversight;

restrictions on processing data (including personal data);

litigation (including class actions);

(including class actions);

indemnification obligations;

2 unchanged sentences

monetary fund diversions;

interruptions in our operations (including availability of data);

interruptions

in our operations (including availability of data);

financial loss;

and other similar harms.

Additionally, applicable data privacy and security obligations may require us to notify relevant stakeholders;

such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences.

Market and Industry Data

This Annual Report may contain market, industry and government data and forecasts that have been obtained from publicly available information, various industry publications and other published industry sources.

We have not independently verified the information and cannot make any representation as to the accuracy or completeness of such information.

None of the reports and other materials of third-party sources referred to in this Annual Report were prepared for use in, or in connection with, this Annual Report.

Additionally, applicable data privacy and

security obligations may require us to notify relevant stakeholders;

such disclosures are costly, and the disclosures or the failure

to comply with such requirements could lead to adverse consequences.

face the risk of unauthorized access to or breaches of our information systems.

Cybersecurity

threats are constantly evolving, making it challenging to predict, prevent, or mitigate all potential attacks.

Advanced persistent threats,

ransomware, and other sophisticated attacks could impair our ability to operate efficiently and securely.

We face the risk of unauthorized

access to or breaches of our information systems that could result in the misappropriation of sensitive information, including customer,

employee, or proprietary data.

These incidents could occur through malicious software, phishing attacks, or insider threats.

have implemented comprehensive cybersecurity measures, including firewalls, encryption, and employee training, no system is completely

A successful attack could disrupt our operations, cause financial loss, damage our reputation, lead to regulatory penalties,

and erode customer trust.

and Finances may be impacted by a cybersecurity breach of our information system.

cybersecurity breach could lead to significant financial losses, regulatory penalties, reputational harm, and operational disruptions.

A significant cybersecurity event could result in the theft or destruction of our customer’s intellectual property, disruption

of their operations, financial loss, severe reputational harm, and litigation expenses, which will adversely affect our financial condition.

An attack could result in temporary or long-term shutdowns of critical systems, causing revenue losses and increased operating costs

as we attempt to recover and restore normal operations.

Cyber incidents may also result in diminished future cash flows, thereby requiring

consideration of impairment of certain assets including goodwill, customer-related intangible assets, trademarks, patents, capitalized

software or other long-lived assets associated with hardware or software, and inventory.

face challenges in detection and response of cybersecurity breaches.

our investments in cybersecurity measures, there is no assurance that our systems can effectively detect or respond to all cyber threats,

particularly those targeting undisclosed or newly discovered vulnerabilities.

and Industry Data

Annual Report may contain market, industry and government data and forecasts that have been obtained from publicly available information,

various industry publications and other published industry sources.

We have not independently verified the information and cannot make

any representation as to the accuracy or completeness of such information.

None of the reports and other materials of third-party sources

referred to in this Annual Report were prepared for use in, or in connection with, this Annual Report.

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 1A. Risk Factors