HealthLynked Corp: Form 10-Q for the period ended Jun 30, 2025

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. During May 2025, the Company consolidated the NCFM, AEU and CCN practices into the former NWC office.
• 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 June 30, 2025 and 2024

The following table summarizes the changes in our results of operations for the three months ended June 30, 2025 and 2024:

* - 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 $190,323, or 25% year-over-year, from $763,163 in the three months ended June 30, 2024, to $572,840 in the three months ended June 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $98,331 due to the discontinuation of this practice in October 2024, (ii) a 17% year-over-year decrease at our NCFM practice of $95,959 due to changes in clinical staffing and cost reductions, and (iii) a 13% decrease at our BTG practice of $11,807, offset by (v) second quarter 2025 revenue of $26,048 from our CCN practice which began in 2025. The overall reduction in patient service 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 $370,339, or 41%, from the three months ended June 30, 2024 to the three months ended June 30, 2025.

Subscription revenue in the three months ended June 30, 2025 decreased by $1,067, or 13% year-over-year, to $7,099 in the three months ended June 30, 2025, from $8,166 in the three months ended June 30, 2024, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.

Product revenue was $12,421 in the three months ended June 30, 2025, compared to $23,749 in the three months ended June 30, 2024, a decrease of $11,328, or 48%. 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 $228,512, or 44%, to $285,379 in the three months ended June 30, 2025, compared to $513,891 in the three months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.

Other practice operating costs decreased by $141,827 or 36%, to $247,395 in the three months ended June 30, 2025 from $389,222 in the three months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.

Cost of product revenue was $15,978 in the three months ended June 30, 2025, a decrease of $8,745, or 35%, compared to $24,723 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 $409,714, or 48%, to $451,755 in the three months ended June 30, 2025 compared to $861,469 in the three months ended June 30, 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 June 30, 2025 decreased by $58,024, or 68%, to $27,238 compared to $85,262 in the three months ended June 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the three months ended June 30, 2025.

Loss from operations decreased by $644,104, or 68%, to $435,385 in the three months ended June 30, 2025 compared to $1,079,489 in the three months ended June 30, 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 June 30, 2025 was a gain of $132,246, compared to a loss of $73,567 in the three months ended June 30, 2024. Gain on extinguishment of debt in the three months ended June 30, 2025 resulted from the extension of seven notes payable to Dr. Dent during the quarter. Loss on extinguishment of debt in the three months ended June 30, 2024 resulted from a maturing note payable to Dr. Dent refinanced with a new convertible note payable in the same amount and early repayment of a third party note.

Gain (loss) on the change in fair value of debt was a loss of $105,502 in the three months ended June 30, 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. The gain on change in fair value of debt was $73,567 in the three months ended June 30, 2024 and related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.

Gain on change in fair value of derivative financial instruments was $694 in the three months ended June 30, 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 June 30, 2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended June 30, 2025 was $214,580, a decrease of $156,776, or 42%, compared to $371,356 in the three months ended June 30, 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 decrease was due to larger equity-based and original issue discounts offered for notes payable in 2024, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2025.

Interest expense and other increased by $34,587, or 79%, to $78,511 for the three months ended June 30, 2025, compared to $43,924 in the three months ended June 30, 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 net expenses decreased by $195,294, or 42%, to net expense of $265,653 in the three months ended June 30, 2025 compared to net expense of $460,947 in the three months ended June 30, 2024. The change was primarily a result of gains on debt extinguishment in 2025 compared to losses in 2024, as well as lower debt-related discount amortization and interest charges in 2025 corresponding to lower initial fees and discounts.

Net loss

Net loss decreased by $839,398, or 54%, to $701,038 in the three months ended June 30, 2025, compared to net loss of $1,540,436 in the three months ended June 30, 2024, primarily as a result of reduced corporate overhead and practice operating costs resulting from cost cutting measures implemented starting in 2024, offset by lower revenue from our practices and lower financing-related other expenses.

Comparison of six months ended June 30, 2025 and 2024

The following table summarizes the changes in our results of operations for the six months ended June 30, 2025 and 2024:

* - 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 $401,929, or 23% year-over-year, from $1,726,784 in the six months ended June 30, 2024, to $1,324,855 in the six months ended June 30, 2025, primarily as a result of (i) a 100% decrease at our NWC practice of $329,480 due to the discontinuation of this practice in October 2024, (ii) a 14% year-over-year decrease at our NCFM practice of $183,278 due to changes in clinical staffing and cost reductions, and (iii) a 7% decrease at our BTG practice of $13,899, offset by (v) 2025 revenue of $51,675 from our CCN practice which began in 2025. The overall reduction in patient service 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 $719,736, or 37%, from the six months ended June 30, 2024 to the six months ended June 30, 2025.

Subscription revenue in the six months ended June 30, 2025 increased by $889, or 6% year-over-year, to $16,683 in the six months ended June 30, 2025, from $15,794 in the six months ended June 30, 2024, due primarily to an increase in new standalone HealthLynked Network paid subscriptions in 2025.

Product revenue was $25,030 in the six months ended June 30, 2025, compared to $56,732 in the six months ended June 30, 2024, a decrease of $31,702, or 56%. 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 $409,302, or 37%, to $687,745 in the six months ended June 30, 2025, compared to $1,097,047 in the six months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.

Other practice operating costs decreased by $310,434 or 36%, to $561,371 in the six months ended June 30, 2025 from $871,805 in the six months ended June 30, 2024, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023 and accelerating in the second half of 2024 and beginning of 2025.

Cost of product revenue was $33,794 in the six months ended June 30, 2025, a decrease of $21,508, or 39%, compared to $55,302 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 $779,742, or 42%, to $1,081,170 in the six months ended June 30, 2025 compared to $1,860,912 in the six months ended June 30, 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 six months ended June 30, 2025 decreased by $116,509, or 68%, to $55,262 compared to $171,771 in the six months ended June 30, 2024, primarily as a result of the impairment of NCFM intangible assets in September 2024 resulting in no amortization in the six months ended June 30, 2025.

Loss from operations decreased by $1,204,753, or 53%, to $1,052,774 in the six months ended June 30, 2025 compared to $2,257,527 in the six months ended June 30, 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 six months ended June 30, 2025 was a gain of $174,972, compared to a loss of $170,227 in the six months ended June 30, 2024. Gain on extinguishment of debt in the six months ended June 30, 2025 resulted from the extension of 19 notes payable to Dr. Dent during the period. Loss on extinguishment of debt in 2024 resulted primarily from two maturing notes payable to Dr. Dent refinanced with new convertible notes payable in the same amount.

Gain (loss) on the change in fair value of debt was a loss of $154,688 in the six months ended June 30, 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. The gain on change in fair value of debt was $27,900 in the six months ended June 30, 2024 and related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes.

Gain on change in fair value of derivative financial instruments was $45,732 in the six months ended June 30, 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 six months ended June 30, 2024.

Amortization of original issue and debt discounts on notes payable and convertible notes in the six months ended June 30, 2025 was $619,693, an increase of $140,072, or 29%, compared to $479,621 in the six months ended June 30, 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 larger equity-based and original issue discounts offered for notes payable being amortized in 2025, and therefore larger corresponding amortizable discount balances, in 2025 compared to 2024.

Interest expense and other increased by $96,847, or 199%, to $145,526 for the six months ended June 30, 2025, compared to $48,679 in the six months ended June 30, 2024, due to an increase in interest-bearing notes payable to related parties during second half of 2024 and first half of 2025, primarily in the form of new notes and convertible notes payable to Dr. Dent.

Total other net expenses increased by $28,576, or 4%, to net expense of $699,203 in the six months ended June 30, 2025 compared to net expense of $670,627 in the six months ended June 30, 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, offset by lower charges related to extinguishment of debt upon its extension in 2025.

Net loss

Net loss decreased by $1,176,177, or 40%, to $1,751,977 in the six months ended June 30, 2025, compared to net loss of $2,928,154 in the six months ended June 30, 2024, primarily as a result of reduced corporate overhead and practice operating costs resulting from substantial downsizing and cost cutting measures implemented starting in 2024, offset by lower revenue from our practices and lower 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 (August 14, 2026).

Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before August 14, 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, there is substantial doubt about our ability to continue as a going concern through August 14, 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 June 30, 2025, we had cash balances of $20,201, a working capital deficit of $4,566,668 and an accumulated deficit of $49,916,592. For the six months ended June 30, 2025, we had a net loss of $1,751,977 and used cash from operating activities of $850,089. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.

Significant Liquidity Transactions

Through June 30, 2025, 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.

During the six months ended June 30, 2025, we issued 17 new convertible notes payable to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $710,000 and refinanced or extended five existing notes with an aggregate principal of $1,765,500. We also issued notes payable to third parties for net cash proceeds of $305,000. We made repayments on third-party notes of $230,951 in six months ended June 30, 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, or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through August 14, 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 six months ended June 30, 2025 and 2024 were as follows:

Operating Activities – During the six months ended June 30, 2025, we used cash from operating activities of $850,089, as compared with $1,713,549 in the six months ended June 30, 2024. The decrease in cash usage results primarily from substantial downsizing and cost reduction efforts at our Health Services practices and our corporate office.

Investing Activities – During the six months ended June 30, 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 six months ended June 30, 2025.

Financing Activities – During the six months ended June 30, 2025, cash provided by financing activities was $794,049, comprised of $10,000, from the sale of common stock, $305,000 from the issuance of notes payable to third parties and $710,000 from the issuance of notes payable to related parties, offset by $230,951 repayments made against notes payable balances to third parties. During the six months ended June 30, 2024, cash provided by financing activities was $1,641,625, comprised of $405,000, from the sale of common stock, $1,650,000 from the issuance of notes payable to related parties, and $135,000 from the issuance of notes payable to third parties, offset by $548,375 repayments made against notes payable balances.

Exercise of Warrants and Options

No warrants or options were exercised during the six months ended June 30, 2025 or 2024.

Other Outstanding Obligations at June 30, 2025

As of June 30, 2025, 81,412,504 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 June 30, 2025, 6,119,379 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 June 30, 2025, 3,482,307 shares of our common stock are earned but unissued pursuant to consulting and director agreements.

As of June 30, 2025, 105,802,352 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.

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).

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 June 30, 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 June 30, 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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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).