Mitesco, Inc 10-K for FY2022

Mitesco, Inc. (MITI)

10-K 2023-07-14 For: 2022-12-31

Added on April 06, 2026

About this 10-K

Mitesco, Inc filed this 10-K on July 14, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $690.53K; up 495.3% from $115.99K a year earlier
Net loss: $23.24M; compared with a net loss of $7.92M a year earlier

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Delaware		87-0496850
(State Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐


		PAGE
PART I

Item 1.	Business	8
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	33
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	35

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
Item 6.	Selected Financial Data	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	92
Item 9A.	Controls and Procedures	92
Item 9B.	Other Information	93
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	93

PART III

Item 10.	Directors, Executive Officers, and Corporate Governance	94
Item 11.	Executive Compensation	100
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	104
Item 14.	Principal Accountant Fees and Services	106

PART IV

Item 15.	Exhibits	107
Item 16.	Form 10-K Summary	112

	●	We are in the initial stages of our business plan and have limited or no historical performance on which to base an investment decision and may never become profitable.

	●	There is substantial doubt about our ability to continue as a going concern.

	●	If we are unable to generate significant revenue, we may need to raise additional capital which may not be available to us on acceptable terms or at all.

	●	We may incur additional debt in the future which may contain restrictive covenants.

	●	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.

	●	The issuance of additional shares of our Common Stock, or securities convertible into shares of our Common Stock, may dilute the percentage ownership of our existing stockholders and may make it more difficult to raise additional capital.

	●	Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturns

	●	We are currently focused on a new business model and have extremely limited operating history and limited information and therefore our business may be difficult to evaluate.

	●	Our business expansion is dependent upon us finding suitable locations for additional clients.

	●	We may be unable to attract and retain sufficient numbers of qualified personnel.

	●	We may become involved in legal proceedings.

	●	Our business is also dependent upon the various insurance companies agreeing to reimburse patients for our services.

	●	Our industry is highly competitive and there is no assurance we will successfully compete with our competitors who may have greater resources and experience than us.

	●	We do not have any registered trademarks or trade names.

	●	We are dependent on the successful development, marketing and advertising efforts of our clinics and telehealth services.

	●	The telehealth market is immature and volatile and may never develop, or may develop more slowly than we expect, may encounter negative publicity or we may be unable to compete effectively.

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

	●	We may not manage our strategy effectively.

	●	Any damage to our reputation may materially and adversely affect our business, financial condition, and results of operations.

	●	If the statutes and regulations in our industry change, we could be negatively impacted.

	●	The impact on our planned operations by recent and future healthcare legislation and other changes in the healthcare industry and in healthcare spending is unpredictable and volatile.

	●	We are subject to federal Anti-Kickback Statutes and Federal Stark Law.

	●	We must comply with Health Information Privacy and Security Standards.

	●	A breach in our cyber security could cause a violation of our obligations under HIPAA, a breach of customer and patient privacy or may have other negative consequences.

	●	We are subject to Environmental and Occupational Safety and Health Administration Regulations and other federal and state healthcare laws.

	●	Changes in healthcare laws could create an uncertain environment.

	●	Our operations are subject to the nation’s healthcare laws, as amended, repealed, or replaced from time to time.

	●	Our revenues may depend on our patients’ receipt of adequate reimbursement from private issuers and government sponsored healthcare programs.

	●	Future regulatory programs remain uncertain.

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

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

	●	Future acquisitions may result in potentially dilutive issuances of equity securities, incurrence of additional indebtedness and increased amortization expenses.

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

	●	Our success is dependent, in part, on the performance and continued service of certain of our officers and directors.

	●	A sizable portion of our voting securities is owned and controlled by our executive officer and certain key stockholders, and they therefore maintain significant control over the company and the outcome of matters put to a stockholder vote.

	●	Shares eligible for future sale may have adverse effects on our share price.

	●	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.

	●	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.

	●	There can be no assurances that our Common Stock once listed on the Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of the Nasdaq Capital Market.

	●	Our reverse stock split may not result in a proportional increase in the per share price of our Common Stock.

	●	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.

	●	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.

	●	We do not intend to pay any cash dividends on our Common Stock in the near future therefore investors will not be able to receive a return on their shares unless they sell the shares at a higher price than their purchase price.

	●	Until recently, our Common Stock was thinly traded and may prevent you from selling at or near asking prices, if at all.

	●	Experienced management team - with a proven track record of growing healthcare services companies.
	●	Experienced Board of Directors - that have been recruited for their specific expertise in business strategy, operations, healthcare, business development, accounting, public company management, information systems and technology, investment banking, merger & acquisitions, regulatory affairs, state, federal, and international law, political process lobbying,
	●	Cost Advantage - Based on Bureau of Labor Statistics for Physician providers, the 2022 median annual pay for a Nurse Practitioner (NP) was $121,610 compared to the median annual pay for Family Medicine Physicians was $225,190. CMS established NP reimbursement at 85% of physician reimbursement for the same medical, surgical, and diagnostic procedure or service. Based on these considerations we believe we will have approximately a forty percent (40%) labor cost advantage over the traditional primary care service provider by employing Nurse Practitioners as the primary healthcare professional as compared to a traditional physician-employed care models.
	●	Diversified product line including

	o	Insurance paid (Commercial, Medicare and Medicaid) and cash paid primary care and behavioral services
	o	Urgent care
	o	Preventative care
	o	Wellness care
	o	Nutrition coaching
	o	Population health services management
	o	Telehealth care
	o	Department of Transportation annual exams and First Responder Exams
	o	In-clinic product sales of books, vitamins, supplements, and essential oils

	●	Adults in the U.S. who have a primary care provider have 19% lower odds of premature death than those who only see specialists for their care.
	●	Patients with a primary care provider save 33% on healthcare costs compared to those who only see specialists.
	●	Access to primary care helps avoid unnecessary trips to the emergency room, where care can cost as much as 4x that of other outpatient care.
	●	Catching and treating problems during regular check-ups is far less expensive than treating an advanced illness — in fact, if everyone saw a primary care provider first for their care, it would save the U.S. an estimated $67 billion every year.
	●	Patients report a 10% increase in patient satisfaction with healthcare when they have a primary care provider.

	●	sale of our Common Stock Warrants 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; and
	●	other events or factors, many of which may be out of our control.

	●	The Wayzata, MN clinic leases was terminated for a commitment to pay $25,000.
	●	The two Denver, Colorado clinic leases, known as Quincy and Radiant, possession has been relinquished to the landlords. The lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.
	●	The Eagan clinic, aka Vikings clinic, gave up possession in January of 2023. The mechanics lien has been placed on the property was settled by the landlord in a confidential settlement with the lien holder. Mitesco is now in settlement negotiations with the landlord for the handling of lease obligations.
	●	The St. Paul clinic possession was relinquished in March 2023. The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.
	●	The St. Louis Park clinic possession was relinquished in April 2023. The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.
	●	The Maple Grove clinic eviction occurred in April 2023. The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.
	●	The Northeast Minneapolis clinic, aka Nordhaus clinic, possession was relinquished in May 2023. There is no lien on the property. The handling of lease obligations remains in negotiations with the landlord.
	●	Currently, we have the Eden Prairie, MN clinic. It is closed. If capital becomes available, we will work to reopen this facility.

●	Performed an analysis of the Company's Convertible Note, Warrants and True-Up Obligation including various conversion and other provisions
●	Inquiry of management regarding the development of the assumptions used in the valuation of the derivative liability.
●	Testing management’s process included evaluating the appropriateness of the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the model, and testing the reasonableness of significant assumptions, including the stock price, term, volatility, annual expected return, discount rate and dividend yield.
●	Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of significant assumptions.
●	Evaluated the experience and qualifications of the Company’s external consultant assisting with the estimate of fair value. Made inquiries of the Company’s external consultant to ascertain objectivity or bias of the external consultant.
●	Obtained an understanding of the nature of the work the Company’s external consultant performed, including the objectives and scope of the external consultant’s work and the methods or assumptions used. Identified and evaluated assumptions utilized by the external consultant and the supporting evidence provided.
●	Identified and evaluated significant assumptions used by the Company’s external consultant for reasonableness.

	December 31,		December 31,
ASSETS	2022		2021

Current assets
Cash and cash equivalents	$	35,623	$	1,164,483
Accounts Receivable		30,943		44,313
Inventory		-		25,314
Prepaid expenses		113,722		72,985
Total current assets		180,288		1,307,095

Right to use operating leases, net		544,063		3,886,866
Construction in progress		-		1,984,701
Fixed assets, net of accumulated depreciation of $.06 million and $19,600		1,877,629		3,476,164

Total Assets	$	2,601,980	$	10,654,826

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	7,353,215	$	3,976,064
Accrued interest		362,094		7,657
Accrued interest - related parties		198,753		-
Derivative liabilities		568,912		-
Lease liability - operating leases, current		442,866		161,838
Notes payable, net of discounts of $0.04 million and $0 million		5,112,701		-
Notes payable - related parties, net of discounts of $0.03 million and $0 million		2,776,962		588,432
SBA Loan Payable		460,406		460,406
Other current liabilities		96,136		169,422
Preferred stock dividends payable		395,407		145,539
Preferred stock dividends payable - related parties		35,019		49,630
Total current liabilities		17,802,471		5,558,988

Lease Liability- operating leases, non-current		3,936,858		3,972,964

Total Liabilities		21,739,329		9,531,952

Commitments and contingencies		-		-

Stockholders' equity (deficit)

Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 3,000,000 shares designated Series C; 10,000,000 shares designated Series D; and 27,324 shares designated Series X:		-		-

	For the Years
	Ended
	December 31,
	2022			2021

Revenue-services	$	673,385		$	115,994
Revenue-products		17,149			-
Total revenue		690,534			115,994

Cost of goods sold - services	$	1,979,688		$	455,587
Cost of goods sold - products		76,530			-
Total cost of goods sold		2,056,218			455,587

Gross (loss) profit		(1,365,684	)		(339,593	)

Operating expenses:
General and administrative	$	9,221,670		$	6,058,996
Impairment of fixed assets		7,597,558			-

Total operating expenses		16,819,228			6,058,996

Net Operating Loss		(18,184,912	)		(6,398,589	)

Other income (expense):
Interest expense		(3,210,763	)		(968,471	)
Interest expense - related parties		(1,243,639	)		-
Loss on legal settlement		-			(70,000	)
Loss on true-up shares		(9,007	)		-
Gain on waiver and commitment fee shares		91,444			-
Gain on waiver and commitment fee shares - related parties		81,129			-
Gain on settlement of accrued salary		15,032			-
(Loss) Gain on settlement of accounts payable		(88,235	)		6,045
Gain on settlement of notes payable		-			1,836
Loss on revaluation of derivative liabilities		(687,178	)		(493,455	)
Total other expense		(5,051,217	)		(1,524,045	)

Loss before provision for income taxes		(23,236,129	)		(7,922,634	)

Provision for income taxes		-			-

	Preferred Stock Series A						Preferred Stock Series C						Preferred Stock Series D				Preferred Stock Series X						Common Stock						Additional			Common
	Preferred Stock Series A						Preferred Stock Series C						Preferred Stock Series D				Preferred Stock Series X						Common Stock						Paid-in			Stock			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount			capital			Subscribed			Deficit			Total


Balance, December 31, 2020		4,800		$	48			-		$	-			-	$	-		26,227		$	262			3,107,624		$	31,076		$	11,863,557		$	-		$	(14,437,168	)	$	(2,542,225	)
Vesting of common stock issued to employees		-			-			-			-					-		-			-			-			-			13,032			-			-			13,032
Vesting of stock options issued to employees		-			-			-			-					-		-			-			-			-			676,423			-			-			676,423
Common stock issued for services		-			-			-			-					-		-			-			21,988			221			222,259			-			-			222,480
Common stock issued for conversion of notes payable and accrued interest		-			-			-			-					-		-			-			678,884			6,789			2,647,006			-			-			2,653,795
Sale of common stock in private placement		-			-			-			-					-		-			-			133,440			1,334			1,666,666			-			-			1,668,000
Sales of Preferred Stock Series C		-			-			3,000,000			30,000					-		-			-			-			-			1,461,283			-			-			1,491,283
Warrants issued with Preferred Stock Series C		-			-			-			-					-		-			-			-			-			1,268,717			-			-			1,268,717
Sales of Preferred Stock Series D		-			-						-			3,100,000		31,000		-			-			-			-			1,722,282			-			-			1,753,282
Warrants issued with Preferred Stock Series D		-			-						-			-				-			-			-			-			1,145,418			-			-			1,145,418
Conversion of Preferred Stock Series A to common stock		(4,800	)		(48	)		-			-					-		-			-			12,000			120			(72	)		-			-			-
Shares issued for exercise of stock options		-			-			-			-					-		-			-			165,634			1,656			237,344			-			-			239,000
Net shares issued in connection with settlement agreement		-			-			-			-					-		(2,000	)		(20	)		(27,241	)		(272	)		128,202			-			-			127,910
Shares of common stock issued for conversion of Preferred Stock Series C		-			-			(2,059,356	)		(20,594	)		-		-		-			-			164,750			1,647			18,947			-			-			-
Shares of common stock issued for accounts payable and accrued liabilities		-			-			-			-					-		-			-			-			-			-			252,029			-			252,029
Stock issued from common stock subscribed		-			-			-			-			-				-			-			9,590			96			119,770			(119,866	)		-			-
Deemed dividend on conversion of Preferred Stock Series A to common stock		-			-			-			-					-		-			-			-			-			206,242			-			(206,242	)		-
Deemed dividend on Preferred Stock Series C		-			-			-			-					-		-			-			-			-			126,000			-			(126,000	)		-
Deemed dividend on Preferred Stock Series D																		-			-			-			-			2,786,288			-			(2,786,288	)		-
Preferred stock dividends, $3.62 per share (10% of stated value per year)		-			-			-			-			-		-		-			-			-			-			(185,204	)		-			-			(185,204	)
Warrants issued with note payable																		-			-			-			-			261,568			-			-			261,568
Loss for the year ended December 31, 2021		-			-						-			-		-		-			-			-			-			-			-			(7,922,634	)		(7,922,634	)
Balance, December 31, 2021		-		$	-			940,644		$	9,406			3,100,000	$	31,000		24,227		$	242			4,266,669		$	42,667		$	26,385,728		$	132,163		$	(25,478,332	)	$	1,122,874


Balance, December 31, 2021		-		$	-			940,644		$	9,406			3,100,000	$	31,000		24,227		$	242			4,266,669		$	42,667		$	26,385,728		$	132,163			(25,478,332	)		1,122,874
Vesting of common stock issued to employees																		-			-			-			-			4,387			-			-			4,387
Vesting of stock options issued to employees																		-			-			-			-			345,578			-			-			345,578
Common stock issued for services																		-			-			6,329			63			101,187			-			-			101,250
Conversion of accounts payable to common stock																		-			-			63,593			636			577,599			-			-			578,235
Commitment fee shares																		-			-			119,527			1,196			1,218,466			-			-			1,219,662
Waiver fee shares																		-			-			45,235			452			366,706			-			-			367,158
Shares issued for services																		-			-			27,064			271			180,302			-			-			180,573
Warrants issued with note payable - Diamond 1																		-			-			-			-			2,914			-			-			2,914
Warrants issued with note payable - Diamond 2																		-			-			-			-			2,213			-			-			2,213


PAGE

47	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 587)

49	CONSOLIDATED BALANCE SHEETS

50	CONSOLIDATED STATEMENTS OF OPERATIONS

51	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

52	CONSOLIDATED STATEMENTS OF CASH FLOWS

54	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements		Term of lease

	For the Years Ended
	December 31,
	2022			2021
Numerator:
Net loss applicable to common shareholders	$	(23,558,439	)	$	(11,226,366	)

Denominator:
Weighted average common shares outstanding		4,451,962			4,060,005

Net loss per share:
Basic and diluted	$	(5.29	)	$	(2.77	)

	December 31, 2022			December 31, 2021
Lease liability	$	4,379,724		$	4,134,802
Less: current portion		(442,866	)		(161,838	)
Lease liability, non-current	$	3,936,858		$	3,972,964

For the period ended December 31, 2023	$	945,102
For the period ended December 31, 2024		884,990
For the period ended December 31, 2025		906,666
For the period ended December 31, 2026		926,988
For the period ended December 31, 2027		946,745
Thereafter		1,939,476
Total	$	6,549,967
Less: Present value discount		(2,170,243	)
Lease liability	$	4,379,724

	December 31, 2022			December 31, 2021
Notes Payable	$	5,144,742		$	-
Less: Discount		(32,040	)
Notes payable - net of discount	$	5,112,702		$	-

Current Portion, net of discount	$	5,112,702		$	-
Long-term portion, net of discount	$	-		$	-

December 31, 2020	$	807,683
Settled upon conversion or exercise		(1,302,138	)
Loss on revaluation		494,455
December 31, 2021	$	-
True-up features issued		192,375
Settled upon conversion or exercise		(310,641	)
Loss on revaluation		687,178
December 31, 2022	$	568,912

	December 31,
	2022
Volatility		95.1% to 123.2	%
Stock Price	$	1.06 to 3.50
Risk-free interest rates		4.35% to 4.37	%
Term (years)		0.73 to 0.86

	●	The stock price would fluctuate with the Company projected volatility.
	●	The projected volatility curve from an annualized analysis for each valuation date was based on the historical volatility of the Company and the term remaining for the True-Up obligation.
	●	The Company expected the note would be repaid 90% of the time by the maturity date, at which point the Company would redeem the 1,000,000 redeemable commitment fee shares for $1.
	●	In the event the Company did not repay the note in time, the shareholders would sell their shares subject to volume restrictions.
	●	Discount rates were based on risk free rates in effect based on the remaining term. 50,000 simulations were run for each Monte Carlo simulation.

	Shares			Weighted- Average Exercise Price ($) (A)
Outstanding at December 31, 2020		269,078		$	1.50
Granted		285,900			13.00
Cancelled/Expired		(7,000	)		1.50
Outstanding at December 31, 2021		366,591		$	10.29
Granted		4,000		$	12.50
Cancelled/Expired		(59,899	)	$	12.18
Exercised		-			-
Outstanding at December 31, 2022		310,692		$	10.01
Options vested and exercisable		136,303		$	7.89

	For the Years Ended December 31,
	2022					2021

Expected tax at statutory rates	$	(4,879,000	)	21	%	$	(2,351,000	)	21	%
Permanent Differences		1,610,000		7	%		692,000		6	%
State Income Tax, Net of Federal benefit		380,000		2	%		(612,000	)	5	%
Current Year Change in Valuation Allowance		2,137,000		9	%		2,291,000		20	%
Prior Year True-Ups		752,000		3	%		(20,000	)	0	%
Income tax expense	$	-		0	%	$	-		0	%

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	568,912	$	568,912

Name	Age	Board of Directors	Appointed
Lawrence Diamond	59	Director	10/07/2019
Thomas Brodmerkel (a)	64	Chairman of the Board of Directors	12/31/2019
Dr. H. Faraz Naqvi (b)	56	Director	07/13/2020
Juan Carlos Iturregui Esq	57	Director	07/31/2020
Shelia Schweitzer (c)	75	Director	06/01/2021

Name	Age	Executive Officers	Appointed
Lawrence Diamond	59	Chief Executive Officer	11/01/2019
Thomas Brodmerkel	64	Chief Financial Officer	04/14/2022
Ingrid Jenny Lindstrom (d)	49	Chief Legal Officer	04/12/2021
Shelia Schweitzer	75	Chief Operating Office	06/01/2021

	•	selects and hires the independent registered public accounting firm to audit our financial statements;
	•	helps to ensure the independence and performance of the independent registered public accounting firm;
	•	approves audit and non-audit services and fees;
	•	reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
	•	prepares the audit committee report that the SEC requires to be included in our annual proxy statement;
	•	reviews reports and communications from the independent registered public accounting firm;
	•	reviews the adequacy and effectiveness of our internal controls and procedure;
	•	reviews our policies on risk assessment and risk management;
	•	reviews related party transactions; and
	•	establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

	•	oversees our overall compensation policies, plans and benefit programs;
	•	reviews and recommends to our board of directors for approval compensation for our executive officers and directors;
	•	prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company; and
	•	administers our equity compensation plans.

	•	identifies, evaluates, and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;
	•	considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;
	•	advises the board of directors and makes recommendations regarding appropriate corporate governance practices and assists the board of director in implementing those practices;
	•	directs all matters relating to the succession planning of our Chief Executive Officer;
	•	evaluates the performance of our board of directors and of individual directors.
	•	makes a recommendation to the board of directors concerning the selection and designation of a "Lead Director" to preside over the meetings of the independent directors in executive session;
	•	reviews the board of directors’ policy regarding the structure of the offices of Chairman of the Board and Chief Executive Officer; and
	•	reviews and recommends to the board of directors proposed changes to our Certificate of Incorporation and bylaws.

		Salary		Salary									Non-Equity		Nonqualified
		earned and		earned and									Incentive		Deferred		All
		paid in		unpaid in				Stock		Option			Plan		Compensation		Other
Name and Principal		cash		cash		Bonus		Awards		Awards			Compensation		Earnings		Compensation			Total
Position	Year	($)		($)		($)		($)		($)			($)		($)		($)			($)
Lawrence Diamond	2022		177,885		77,460		-		-		-			-		-		14,384	(a)		269,729
	2021		264,180		-		-		-		263,422	(b)		-		-		78,200	(c)		605,802

Phillip Keller	2022		122,434		-		-		-		-			-		-		27,360	(d)		149,794
	2021		208,847		-		-		-		430,030	(e)		-		-		-			638,877

Thomas Brodmerkel	2022		28,846		38,792		-		-		23,316	(f)		-		-		6,291	(a)		97,245

Jenny Lindstrom	2022		182,693		77,183		-		-		-			-		-		14,394	(a)		274,260
	2021		186,689		-		-		-		428,921	(f)		-		-		-			615,610

	(a)	Consists of reimbursement for health insurance and cell phone costs.
	(b)	Consists of the fair value of 30,000 stock options granted during the period.
	(c)	Consists of the fair value of 6,256 shares of common stock granted in lieu of monies owed to Mr. Diamond.
	(d)	Consists of severance pay in the amount of $19,230 and reimbursement for health insurance and cell phone costs in the Amount of $8,130.
	(e)	Consists of the fair value of 35,000 stock options granted during the period.
	(f)	Consists of the fair value of 4,000 stock options granted during the period.

		Securities		Securities
		Underlying		Underlying
		Unexercised		Unexercised			Options
Name and Principal		Options (#)		Options (#)			Exercise		Option
Position	Grant Date	Exercisable		Unexercisable			Price ($)		Expiry Date
Lawrence Diamond, CEO	July 21, 2021		-		30,000	(a)	$	12.50	July 21, 2031

Thomas Brodmerkel, CFO	February 27, 2020		11,667		-		$	1.50	February 27, 2030
	December 28, 2020		2,000		-		$	1.50	December 28, 2020

Jenny Lindstrom, Chief Legal Officer	April 12, 2021		15,000		5,000	(a)	$	15.50	March 17, 2031
	July 21, 2021		-		15,000	(a)	$	12.50	July 21, 2031

Michael Howe, Chief Executive Officer, The Good Clinic LLC	June 1, 2021		4,000		16,000	(a)	$	13.00	June 17, 2031
	July 21, 2021		-		10,000	(a)	$	12.50	July 21, 2031