NOTE 2 - LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN

The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. We have incurred losses since inception, including $5.0 and $1.9 million for the three months ended June 30, 2025 and 2024, respectively, and $8.9 and $5.7 million for the six months ended June 30, 2025 and 2024, respectively, resulting in an accumulated deficit of approximately $113.1 million as of June 30, 2025.

Net cash used in operating activities amounted to approximately $7.3 and $5.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had total liabilities of approximately $21.5 million.

As of June 30, 2025, we had approximately $4.4 million in cash and cash equivalents, which will not be sufficient to fund operations and strategic objectives over the next twelve months from the date of the issuance of these financial statements. Without additional financing, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

We have implemented cost savings measures that have reduced cash used in operations. However, even though we have worked to refine our business model, our sales did not grow during either of our fiscal years ended 2023 or 2024, nor the first half of 2025 as anticipated. As such, we have raised equity capital in the period ended June 30, 2025 and during the fiscal years ended December 31, 2023 and 2024. We were required to obtain additional financing to satisfy our cash needs (including the Acquisition, as discussed in Note 3) and increase our stockholders’ equity for Nasdaq compliance purposes as we seek to increase revenue with a view towards ultimately achieving positive cash flow operations. See Note 8 and 10 for further information on our financing activity.

Until we have attained positive cash flow, our management is reviewing all options to obtain additional financing to fund our operations. To finance the Acquisition, we incurred senior secured debt and issued equity securities to an existing significant investor to sustain operations for the closing of the Acquisition and to integrate SCN operations into ours as we seek ramp revenues and achieve positive cash flows, if ever. We originally expected our Strategic Alliance Agreement (“SAA”) with Rebis Health in Colorado entered into in June 2024 to increase patient volume, drive top line revenue and lower customer acquisition costs and overhead. However, due to ongoing delays at Rebis Health that have been beyond our control, we are currently re-evaluating and lowering our revenue expectations under the SAA and are seeking to make other acquisitions or enter into other strategic alliances (such as the Acquisition). There can be no assurances that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, or if the Acquisition of SCN, the SAA or similar alliances or acquisitions do not result in the patient volume, appliance sales and financial results within the timeframes we expect, we may be required to delay, significantly modify or terminate some or all of our operations, all of which could have a material adverse effect on us and our stockholders.

We do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.