FCHS

Going Concern During the year ended December 31, 2025, the Company experienced operating losses of approximately $2.7 million, net loss of approximately $6.9 million and corresponding cash outflows from operations of $549,019.
If the Company is unable to secure additional capital, it may have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the 2025 financial statements included in this filing.
We have posted net losses and negative cash flows from operations for the years ended December 31, 2025, and 2024.
As of December 31, 2025 and December 31, 2024, our indebtedness amounted to $27,177,660 and $24,272,066, respectively.
Further, as a result of an outbreak in affected geographies that we rely upon, we may experience delays in sourcing supplies for our diagnostic equipment and pharmaceuticals that we intend to sell as part of our compounding pharmacy and operations at our clinics.
We may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our business operations and to acquire or develop new clinics.
We may not be able to achieve the expected benefits from opening new clinics, which would adversely affect our financial condition and results.
We plan to rely on hiring additional Nurse Practitioners to create branded clinics as a method of expanding our business.
If we do not successfully integrate such new clinics, we may not realize the anticipated operating advantages and cost savings.
The integration of these new clinics into our business operations involves several risks, including: ● Demands on management related to the increase in our Company’s size with the establishment of each new clinic, which is crucial to our business plan; ● The diversion of management’s attention from the management of daily operations to the integration of operations of the new clinics; ● Difficulties in the assimilation and retention of employees; and ● Potential adverse effects on operating results.
If we are unable to attract and retain qualified medical professionals, our ability to maintain operations attract patients or open new clinics could be negatively affected.
The retention of those medical professionals is a critical factor in the success of our clinics, and the hiring of qualified medical professionals is a critical factor in our ability to launch new clinics successfully.
We require medical professionals and marketing persons with experience in our industry to operate and market our clinic services.
We plan to be bill government payers for our medical services.
Operating clinics in multiple states, billing multiple commercial payers creates the need for additional administrative staff may lead to higher overhead costs, and recurring coding and billing training for our clinic level staff.
Our strategy of operating multiple clinics across different states creates heightened risks when managing the billing and compliance processes with commercial payers for reimbursement.
The healthcare industry is subject to extensive and complex federal, state and local laws and regulations, compliance which imposes substantial costs on us.
Our growth strategy includes utilizing the single compounding pharmacy that is part of the LiveWell acquisition to supply all personalized medications for the initial expansion of our clinics.
Our ability to consistently supply personalized medications is a key part of the quality-of-life services portion of our strategy.
If not properly accounted for in our proforma, these expenses could cause our profits to be lower than projected. ● Potential regulatory risks : Including self-pay services in financial projections without fully understanding local, state, and federal regulations can lead to unforeseen legal risks.
We compete in a fragmented primary care, wellness and longevity market with direct and indirect competitors that offer varying levels of impact to our stakeholders such as insurance companies, patients, and employers.
Some of our patients may not have the financial resources to pay for the services they receive at our clinics, which are ultimately not reimbursed by their healthcare payer.
Three (3) beneficial owners currently hold approximately 50.13% of our outstanding common stock as of March 11, 2026.
For additional details regarding our beneficial ownership and our outstanding securities, please see “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” beginning on page 54 and “Description of Securities” on page 55.
The nature of our business involves variable factors, such as our ability to acquire new patients, successfully establishing the value of the self-pay services, and creating a differentiating customer service experience that will effectively distinguish us from our competitors which could cause our operating results to fluctuate.

Gone since FY2024

Going Concern During the year ended December 31, 2024, the Company experienced operating losses of approximately $1.3 million, net loss of approximately $3.8 million and corresponding cash outflows from operations of approximately $1.7 million.
If the Company is unable to secure additional capital, it may have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the 2024 financial statements included in this filing.
We have posted net losses and negative cash flows from operations for the years ended December 31, 2024, and 2023.
As of December 31, 2024 and December 31, 2023, our indebtedness amounted to $24,743,366 and $20,500,642, respectively.
Further, as a result of an outbreak in affected geographies that we rely upon, we may experience delays in sourcing supplies for our diagnostic equipment and pharmaceuticals that we intend to sell as part of our compounding pharmacy and operations at our primary care clinics.
We may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our business operations and to acquire or develop new primary care clinics.
We may not be able to achieve the expected benefits from opening new primary care clinics, which would adversely affect our financial condition and results.
We plan to rely on hiring additional Nurse Practitioners to create branded primary care clinics as a method of expanding our business.
If we do not successfully integrate such new primary care clinics, we may not realize the anticipated operating advantages and cost savings.
The integration of these new primary care clinics into our business operations involves several risks, including: ● Demands on management related to the increase in our Company’s size with the establishment of each new clinic, which is crucial to our business plan; ● The diversion of management’s attention from the management of daily operations to the integration of operations of the new primary care clinics; ● Difficulties in the assimilation and retention of employees; and ● Potential adverse effects on operating results.
If we are unable to attract and retain qualified medical professionals, our ability to maintain operations attract patients or open new primary care clinics could be negatively affected.
The retention of those medical professionals is a critical factor in the success of our clinics, and the hiring of qualified medical professionals is a critical factor in our ability to launch new primary care clinics successfully.
We require medical professionals and marketing persons with experience in our industry to operate and market our primary care clinic services.
We plan to be bill government payers for our primary care services.
Operating primary care clinics in multiple states, billing multiple commercial payers creates the need for additional administrative staff may lead to higher overhead costs, and recurring coding and billing training for our clinic level staff.
Our strategy of operating multiple primary care clinics across different states creates heightened risks when managing the billing and compliance processes with commercial payers for reimbursement.
The healthcare industry is subject to extensive and complex federal, state and local laws and regulations, compliance with which imposes substantial costs on us.
Our growth strategy includes utilizing the single compounding pharmacy that is part of the LiveWell acquisition to supply all personalized medications for the initial expansion of our primary care clinics.
Our ability to consistently supply personalized medications are a key part of the quality of life services portion of our strategy.
If not properly accounted for in our proforma, these expenses could cause our profits to be less than projected. ● Potential regulatory risks : Including self-pay services in financial projections without fully understanding local, state, and federal regulations can lead to unforeseen legal risks.
We compete in a fragmented primary care market with direct and indirect competitors that offer varying levels of impact to our stakeholders such as insurance companies, patients, and employers.
Some of our patients may not have the financial resources to pay for the services they receive at our primary care clinics, which are ultimately not reimbursed by their healthcare payer.
Three (3) beneficial owners currently hold approximately 50.13% of our outstanding common stock as of April 14, 2025.
For additional details regarding our beneficial ownership and our outstanding securities, please see “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” beginning on page 54 and “Description of Securities” on page 54.
The nature of our business involves variable factors, such as our ability to acquire new patients, successfully establishing the value of the self-pay services, and creating a differentiating customer service experience that will effectively distinguish us among our competitors which could cause our operating results to fluctuate.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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