# HealthLynked Corp: Form 10-Q for the period ended Mar 31, 2025

- Company: [HealthLynked Corp](/companies/hlyk.md) (CIK 1680139)
- Form: 10-Q
- Filed: 2025-05-15
- Accepted by EDGAR: May 15, 2025, 16:18 ET
- Period: 2025-03-31
- Accession: 0001213900-25-044233
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1680139/000121390025044233/ea0241426-10q_health.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1680139/000121390025044233/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $774.2k | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $629.4k | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$617.4k | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$1.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 281,947,151 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$432.6k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-03-31 | $22.3k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $1.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $2.1m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $5.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $6.2m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | −$4.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 22,644 characters.

### Forward-Looking Statements

*You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.*

### Overview

#### General

HealthLynked Corp. (the “Company,” “we,” “our,” or “us”) was incorporated in the State of Nevada on August 4, 2014. We currently operate in three distinct divisions:

- **Health Services Division**: This division is comprised of the operations of (i) Naples Center for Functional Medicine (“NCFM”), a functional medical practice engaged in improving the health of its patients through individualized and integrative health care, (ii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, Florida that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery, (iii) Concierge Care Naples (“CCN”), a primary care providing a comprehensive range of medical services, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a minimally and non-invasive cosmetic services. During 2024, the Company replaced our Naples Women’s Center (“NWC”) Obstetrics and Gynecology (OB/GYN) practice with CCN and relocated its AEU practice to the CCN office location.
- **Digital Healthcare Division**: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system.
- **Medical Distribution Division**: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery.

### Critical accounting policies and significant judgments and estimates

For a discussion of our critical accounting policies, see Note 2, “*Significant Accounting Policies,”* in the Notes to the condensed consolidated financial statements.

### Results of Operations

#### Comparison of three months ended March 31, 2025 and 2024

The following table summarizes the changes in our results of operations for the three months ended March 31, 2025 and 2024:

|  | Three Months Ended March 31, 2025 | 2024 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Patient service revenue, net | $752,015 | $963,621 | $(211,606) | -22% |
| Subscription revenue | 9,584 | 7,628 | 1,956 | 26% |
| Product revenue | 12,609 | 32,983 | (20,374) | -62% |
| Total revenue | 774,208 | 1,004,232 | (230,024) | -23% |
| **Operating Expenses and Costs** |  |  |  |  |
| Practice salaries and benefits | 402,366 | 583,156 | (180,790) | -31% |
| Other practice operating expenses | 313,976 | 482,583 | (168,607) | -35% |
| Cost of product revenue | 17,816 | 30,579 | (12,763) | -42% |
| Selling, general and administrative expenses | 629,415 | 999,443 | (370,028) | -37% |
| Depreciation and amortization | 28,024 | 86,509 | (58,485) | -68% |
| Loss from operations | (617,389) | (1,178,038) | 560,649 | -48% |
| **Other Income (Expenses)** |  |  |  |  |
| Gain (loss) on extinguishment of debt | 42,726 | (96,660) | 139,386 | -144% |
| Loss on change in fair value of debt | (49,186) | — | (49,186) | \* |
| Gain on change in fair value of derivative financial instruments | 45,038 | — | 45,038 | \* |
| Amortization of original issue discounts on notes payable | (405,113) | (108,265) | (296,848) | 274% |
| Interest expense and other | (67,015) | (4,755) | (62,260) | 1,309% |
| Total other income (expenses) | (433,550) | (209,680) | (223,870) | 107% |
| **Net loss** | $(1,050,939) | $(1,387,718) | $336,779 | -24% |

\* - Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year.

#### Revenue

Patient service revenue decreased by $211,606, or 22% year-over-year, from $963,621 in the three months ended March 31, 2024, to $752,015 in the three months ended March 31, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $141,149 due to the discontinuation of this practice in October 2024, (ii) a 12% year-over-year decrease at our NCFM practice of $87,318 due to changes in clinical staffing and cost reductions, (iii) a 77% year-over-year decrease at our AEU practice of $6,674, (iv) and a 2% decrease at our BTG practice of $2,092, offset by (v) first quarter 2025 revenue of $25,627 from our newly-launched CCN practice. The reduction in revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $349,397, or 33%, from the three months ended March 31, 2024 to the three months ended March 31, 2025.

Subscription revenue in the three months ended March 31, 2025 increased by $1,956, or 26% year-over-year, to $9,584 in the three months ended March 31, 2025, from $7,628 in the three months ended March 31, 2024, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.

Product revenue was $12,609 in the three months ended March 31, 2025, compared to $32,983 in the three months ended March 31, 2024, a decrease of $20,374, or +3%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.

#### Operating Expenses and Costs

Practice salaries and benefits decreased by $180,790, or 31%, to $402,366 in the three months ended March 31, 2025, compared to $583,156 in the three months ended March 31, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating int eh second half of 2024 and beginning of 2025.

Other practice operating costs decreased by $168,607 or 35%, to $313,976 in the three months ended March 31, 2025 from $482,583 in the three months ended March 31, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating int eh second half of 2024 and beginning of 2025.

Cost of product revenue was $17,816 in the three months ended March 31, 2025, a decrease of $12,763, or 42%, compared to $30,579 in the same period of 2024, corresponding to the decline in product sales for the period compared to the same period in the prior year.

Selling, general and administrative costs decreased by $370,028, or 37%, to $629,415 in the three months ended March 31, 2025 compared to $999,443 in the three months ended March 31, 2024, primarily due to lower salaried overhead in the corporate office, lower stock-based compensation expense resulting from fewer employee and consultant grants in 2025, and lower consulting and other office and overhead costs in our corporate function resulting from focused cost cutting efforts.

Depreciation and amortization in the three months ended March 31, 2025 decreased by $58,485, or 68%, to $28,024 compared to $86,509 in the three months ended March 31, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the three months ended March 31, 2025.

Loss from operations decreased by $560,649, or 48%, to $617,389 in the three months ended March 31, 2025 compared to $1,178,038 in the three months ended March 31, 2024, primarily as a result of reduced practice operating costs and corporate overhead costs, offset in part by lower revenue.

#### Other Income (Expenses)

Gain (loss) on extinguishment of debt in the three months ended March 31, 2025 was a gain of $42,276, compared to a loss of $96,660 in the three months ended March 31, 2024. Gain on extinguishment of debt in the three months ended March 31, 2025 resulted from the extension of 12 notes payable to Dr. Dent during the quarter. Loss on extinguishment of debt in the three months ended March 31, 2024 resulted from a maturing note payable to Dr. Dent refinanced with a new convertible note payable in the same amount.

Loss on the change in fair value of debt was $49,186 in the three months ended March 31, 2025 related to 13 notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. There were no such gains or losses in the three months ended March 31, 2024.

Gain on change in fair value of derivative financial instruments was $45,038 in the three months ended March 31, 2025, resulting from the change in fair value of derivative financial instruments related to beneficial conversion features embedded in third party notes issued during the period. Such derivative financial instruments are revalued at each period end. There were no such gains or losses in the three months ended March 31, 2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended March 31, 2025 was $405,113, an increase of $296,848, or 274%, compared to $108,265 in the three months ended March 31, 2024. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The increase was due to higher notes payable balances and larger equity-based and original issue discounts offered for new notes payable, and therefore larger corresponding amortizable discount balances, in 2025 compared to 2024.

Interest expense and other increased by $62,260, or 1,309%, to $67,015 for the three months ended March 31, 2025, compared to $4,755 in the three months ended March 31, 2024, due to an increase in interest-bearing notes payable to related parties during 2024 and first quarter 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.

Total other income (expenses) increased by $223,870, or 107%, to net expense of $433,550 in the three months ended March 31, 2025 compared to net expense of $209,680 in the three months ended March 31, 2024. The change was primarily a result of higher debt-related discount amortization and interest charges in 2025 corresponding to higher debt balances with larger initial fees and discounts, as well as losses related to the change in fair value of debt carried at fair value in 2025.

#### Net loss

Net loss decreased by $336,779, or 24%, to $1,050,939 in the three months ended March 31, 2025, compared to net loss of $1,387,718 in the three months ended March 31, 2024, primarily as a result of reduced practice operating costs and corporate overhead costs from cost cutting measures implemented starting in 2024, offset by lower revenue from our practices and higher financing-related other expenses.

### Seasonal Nature of Operations

We do not experience any material seasonality related to any of our continuing operations.

### Liquidity and Capital Resources

#### Liquidity Condition

During the 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (May 15, 2026).

Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before May 15, 2026 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, either via additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about our ability to continue as a going concern through May 15, 2026. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure.

As of March 31, 2025, we had cash balances of $22,270, a working capital deficit of $4,032,140 and an accumulated deficit of $49,215,554. For the three months ended March 31, 2025, we had a net loss of $1,050,939 and we used cash from operating activities of $432,553. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

#### Significant Liquidity Transactions

Through December 31, 2024, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.

On July 5, 2022, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right to sell to Yorkville up to 30,000,000 shares of our common stock, par value $0.0001 per share, at our request any time during the three-year commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by us to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of our common stock during the applicable pricing period, we cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds we will receive from those sales, if any. During January 2023, we sold 225,000 shares of common stock under the SEPA, receiving $18,765 in proceeds, all of which was applied to the balance of a then-outstanding promissory note payable to Yorkville. We have not sold any additional shares under the SEPA since January 2023. The SEPA will expire in July 2025.

During the three months ended March 31, 2025, we issued 3 new convertible notes payable to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $175,000, refinanced or extended five existing notes with an aggregate principal of $1,216,500, and refinanced undocumented advances received in third and fourth quarter of 2024 into a convertible note payable with a principal amount of $420,000. We also issued notes payable to third parties for net cash proceeds of $305,000. We made repayments on third-party notes of $111,418 in three months ended March 31, 2025.

On January 17, 2023, we entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and we agreed to sell, AHP. Since the sale date, we have received the following proceeds: (i) $750,000 upon signing of the AHP Merger Agreement, (ii) $31,381 in March 2023 for the Stub Period Reimbursement, (iii) $1,750,000 ($1,540,000 net after commissions) in Incremental Cash Consideration during June, July and August for meeting participating physician transfer milestones, (iv) $1,873,993 gross ($1,186,231 net after commissions) in October 2023 from the 2022 MSSP Consideration, and (v) $500,000 ($325,000 net after payments to participating physicians and commissions) in November 2024 from the Physician Advance Consideration. We may receive future proceeds comprised of proceeds from sale of shares of the Buyer if the Buyer completes an initial public offering by August 31, 2025.

On May 1, 2025, we filed a Regulation A Offering Statement on Form 1-A for the sale of up to $10,000,000 of our common stock, par value $0.0001 per share. Any proceeds from the offering are subject to effectiveness of the Offering Statement and demand from the market to purchase our common stock.

Without raising additional capital, whether via the sale of equity or debt instruments, from proceeds from the Regulation A Offering, receipt of remaining contingent consideration related to the sale of the ACO/MSO Division, from additional advances made pursuant to the SEPA, or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through May 15, 2026. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

#### Plan of operation and future funding requirements

Our plan of operations is to profitably operate our Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”

We are marketing the HealthLynked Network by targeting large health systems, hospitals and universities. In addition, we are marketing via direct-to-patient marketing, affiliated marketing campaigns, co-marketing with our Medical Distribution businesses subsidiary MOD, and expanded southeast regional sales efforts. Our initial sales strategy is utilizing Internet-based marketing to increase penetration to targeted geographical areas. These campaigns are focused on both physician practices and patient members. We also are leveraging MOD’s discounted medical supplies as an offering to our patient and physician members in the HealthLynked Network. We also intend to utilize physician telesales through the use of telesales representatives whom we will hire as access to capital allows. If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.

We plan to raise additional capital to fund our ongoing plan of operation.

#### Historical Cash Flows

Cash flows during the three months ended March 31, 2025 and 2024 were as follows:

| Net cash (used in) provided by: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $(432,553) | $(854,855) |
| Investing activities | — | (2,598) |
| Financing activities | 378,582 | 633,722 |
| Net increase (decrease) in cash | $(53,971) | $(223,731) |

*Operating Activities –* During the three months ended March 31, 2025, we used cash from operating activities of $432,553, as compared with $854,855 in the three months ended March 31, 2024. The decrease in cash usage results primarily from cost reduction efforts at our Health Services practices and our corporate office.

*Investing Activities –* During the three months ended March 31, 2024, we used $2,598 in investing activities related to acquisition of computers and office equipment. We did not use any cash in investing activities during the three months ended March 31, 2025.

*Financing Activities –* During the three months ended March 31, 2025, cash provided by financing activities was $378,582, comprised of $10,000, from the sale of common stock, $305,000 from the issuance of notes payable to third parties and $175,000 from the issuance of notes payable to related parties, offset by $111,418 repayments made against notes payable balances to third parties. During the three months ended March 31, 2024, cash provided by financing activities was $633,722, comprised of $355,000, from the sale of common stock and $500,000 from the issuance of notes payable to related parties, offset by $221,278 repayments made against notes payable balances.

### Exercise of Warrants and Options

No warrants or options were exercised during the three months ended March 31, 2025 or 2024.

### Other Outstanding Obligations at March 31, 2025

As of March 31, 2025, 80,300,130 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $0.023 to $1.05.

As of March 31, 2025, 6,157,422 shares of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $0.0569 to $0.263.

As of March 31, 2025, 3,324,412 shares of our common stock are earned but unissued pursuant to consulting and director agreements.

As of March 31, 2025, 78,855,115 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the beneficial holder of those instruments, Dr. Michael Dent.

### Off Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.

## Market risk

As filed, 149 characters.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

## Controls and procedures

As filed, 1,695 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2025 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, and in light of the material weaknesses found in our internal controls over financial reporting, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2025.

### Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 149 characters.

The Company is not required to provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Filed May 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001213900-25-044233. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.