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 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: September 30, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to ________

 Commission
File Number: 000-52218

Technologies, Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 20-2590810

 (State
 or other jurisdiction

 of
 incorporation)

 (I.R.S.
 Employer

 Identification
 Number)

 15000
 W. 6 th Avenue,
 Suite

 Golden,
 CO 80401

 (888) 585-4923

 (Address
 of principal executive offices and zip code)

 (Registrant's
 telephone number, including area code)

registered pursuant to Section 12(b) of the Act: None

registered pursuant to Section 12(g) of the Act:

 Common Stock, Par Value $0.0001

 (Title
of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 2.5 million
as of March 31, 2023.

 The
registrant had 6,151,499,919 shares of its common stock, par value $0.0001, issued and outstanding as of January 4, 2024.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item 9B.

 Other
 Information

 Item 9C.

 Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 Item

 Form
 10-K Summary

 Signatures

 This
Annual Report on Form 10-K refers to trademarks, such as Theralink, which are protected under applicable intellectual property laws
and are our property. This Form 10-K also contains trademarks, service marks, copyrights and trade names of other companies which
are the property of their respective owners. Solely for convenience, our trademarks and tradenames referred to in this Form 10-K may
appear without the or symbols, but such references are not intended to indicate in any way that we will not
assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future
events that are intended as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements included or incorporated by reference in this report, other than statements of historical fact, that address
activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.
These statements appear in a number of places, including "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements represent our reasonable judgment about the future based on various factors and using
numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results
and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact
that they do not relate strictly to historical or current facts, and use words such as "anticipate," "believe,"
"could," "estimate," "expect," "future," "intend," "may," "should,"
"plan," "potential," "project," "will," "would" and other words of similar
meaning, or the negatives of such terms or other variations. These include, but are not limited to, statements relating to the following:

 projected
 operating or financial results, including anticipated cash flows used in operations;

 expectations
 regarding capital expenditures, research and development expenses and other payments;

 our
 beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing; and

 our
 beliefs, assumptions and expectations about the regulatory approval for our technology including, but not limited to our ability
 to obtain regulatory approval in a timely manner or at all.

 Any
or all of our forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions or by known or unknown
risks, uncertainties and other factors including, among others:

 our
 ability to continue as a going concern;

 our
 ability to become current in filing all reports required to be filed by us under Section 13 or 15(d) of the Securities Exchange Act
 of 1934;

 our
 ability to maintain pricing;

 our
 ability to employ skilled and qualified workers;

 the
 fact that we have incurred significant losses since inception, expect to incur net losses for at least the next several years and
 may never achieve or sustain profitability;

 the
 loss of key management personnel upon whom we depend;

 our
 ability to fund our operations;

 inadequate
 insurance coverage for certain losses or liabilities;

 our
 ability to navigate the regulatory approval process in the U.S. and other countries, and our success in obtaining required regulatory
 approvals on a timely basis;

 commercial
 development of technologies that compete with our technology;

 the
 actual and perceived effectiveness of our technology, and how the technology compares to competitive technologies;

 the
 rate and degree of market acceptance and clinical utility of our technology;

 the
 strength of our intellectual property protection, and our success in avoiding infringement of the intellectual property rights of
 others;

 regulations
 affecting the health care industry;

 adverse
 developments in our research and development activities;

 potential
 liability if our technology causes illness, injury or death, or adverse publicity from any such events;

 our
 ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses)
 and obtain financing when required;

 impacts
 from the announcement that we have entered into a merger agreement with IMAC Holdings, Inc.
 and IMAC Merger Sub, Inc. (the "Merger"); and

 our
 expectations with respect to future licensing, partnering or acquisition activity.

 In
addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the
forward-looking statements, some of which are included elsewhere in this report, including "Management's Discussion and Analysis
of Financial Condition and Results of Operations." We have included important factors in the cautionary statements included in
this Annual Report on Form 10-K. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking
statement should be relied upon. Our actual future results may vary materially from those expressed or implied in any forward-looking
statements. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. Forward-looking
statements speak only as of the date they are made, and we disclaim any obligation to update any forward-looking statements to reflect
events or circumstances after the date of this report, except as otherwise required by applicable law.

 We
urge you to read this entire Annual Report on Form 10-K, including the "Risk Factors" section and the financial statements
and related notes included herein. As used in this Annual Report, unless context otherwise requires, the words "we," "us",
"our," "the Company," "Theralink" and "Registrant" refer to Theralink Technologies Inc.
including subsidiaries and predecessors. Also, any reference to "common shares," or "common stock," refers to
our common stock, par value $0.0001 per share.

 PART
I

 ITEM
1. BUSINESS

 Overview

 Theralink Technologies is a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden,
Colorado. Theralink's unique and patented Reverse Phase Protein Array (RPPA) technology platform can quantify protein signaling
to support oncology clinical treatment decisions and biopharmaceutical drug development. Since protein signaling is responsible for the
development and progression of cancer, nearly all FDA-approved cancer therapeutics target proteins, not genes. The Theralink RPPA
technology can reveal the protein drug target(s) that are essentially turned "on" in a patient's cancer and may help support
the most effective treatment plan to turn those proteins "off". Therefore, the Theralink RPPA technology is a critical
tool that may empower oncologists with actionable information to effectively treat a cancer patient, which is often missed by standard
proteomic and genomic testing.

 Our
commercially available Lab Developed Test (LDT), the Theralink Assay for Breast Cancer, is currently being utilized by oncologists
across the United States to assist in making the most targeted treatment plan for their patients with advanced breast cancer. In 2023,
Theralink began receiving reimbursement for this test by Medicare and certain third-party payors. The Theralink test determines
which drug target(s) are present and/or activated and may reveal to the oncologist which patients are predicted to be responders versus
non-responders to a particular therapeutic. The test may provide therapeutic recommendations to support oncologist treatment selection
of the best therapy option – which may improve patient response and consequently save the healthcare system substantial dollars.

 The
currently available Theralink Assay for Breast Cancer will be followed by the Theralink Pan-Tumor Assay 1.0, expected to launch
in 2024 to include ovarian, endometrial, and head & neck cancers. The test is expected to expand further in 2024 to the Theralink
Pan-Tumor Assay 2.0 to support the treatment of colorectal, prostate, pancreatic, lung, and other solid tumor cancer indications.

 On
May 23, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with IMAC Holdings, Inc. ("IMAC")
and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC ("Merger Sub"). Upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the "Merger"), with Theralink
continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company's Board of Directors unanimously
approved the Merger Agreement. Under the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock
and each share of our preferred stock issued and outstanding as of immediately prior to completion of the Merger will be converted into
and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the " IMAC
Shares ") such that the total number of IMAC Shares issued to the holders of our common and preferred stock shall equal 85%
of the total number of IMAC Shares outstanding as of the completion of the Merger. The completion of the Merger is subject to the satisfaction
of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of
voting stock of Theralink, and (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the votes
cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement.
The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of
each of IMAC's and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The
Company is currently working with IMAC to facilitate the completion of the merger in early 2024.

Tumor Biomarker Platform

 The
Theralink test uses Reverse Phase Protein Array (RPPA) technology to measure the abundance and activation of cell surface proteins and
their downstream signaling pathways. These proteins are considered biomarkers in the medical field. Biomarkers are part of a relatively
new clinical toolset categorized by their clinical applications. The four main classes are molecular, physiologic, histologic, and radiographic
biomarkers. All four types of biomarkers have a clinical role in narrowing or guiding treatment decisions and follow a sub-categorization
of either predictive, prognostic, or diagnostic. Biomarkers serve as the drug targets for most FDA-approved and investigational therapies
for cancer. Theralink may aid in determining the ideal prescribed medication for patients based on the unique protein characteristics
of their cancer.

 Our
highly sensitive analyses of identified biomarkers have the potential to empower physicians to improve treatment decisions through better
prediction of treatment outcomes. The biomarker information might prevent the patient from being exposed to toxic treatments that may
be unlikely to deliver clinically meaningful benefits while potentially guiding physicians in prescribing treatments likely to yield
maximum results.

 The
Theralink platform can be used for multiple applications in therapeutic clinical trials, including:

 Patient
 selection to enroll clinical trials with the patients best suited for the therapeutic

 Studies
 to explore the mechanisms by which a therapeutic benefits patients

 Identification
 of how a patient becomes resistant to a therapeutic

 Identification
 of what the therapeutic does to the body and what the body does to the therapeutic to support clinical application decisions (i.e.,
 dose-response, endpoint measurements)

measures active (also referred to as phosphorylated) proteins in tumor tissues. Active (phosphorylated) proteins are targets for oncology
therapeutics. Examples of tumor indications for application development include, but are not limited to:

 Breast

 Gynecological
 Cancers

 Pancreatic

 Colorectal

 Liver

 Kidney

 Head
 and Neck Cancers

 Non-Small
 Cell Lung Cancer

is advancing proprietary technology in proteomics research. This sector has emerged in the high-growth field of precision medicine. This
technology is intended to generate an accurate and comprehensive portrait of protein pathway activation in diseased cells from each patient,
which may enable physicians to identify and match individuals with optimal targeted therapies. Also, our technology allows a superior
quantitative measurement of the level of activation. Theralink's RPPA technology surpasses conventional measurement methods in
both quantitative capacity and sensitivity. Our lab developed tests may prove highly useful for oncology patient management by improving
targeted therapy drug selection, chemotherapy drug selection, immunotherapy drug selection, and optimizing combination therapy selection.

 The
biomarker and data-generating tests provide biopharmaceutical companies, clinical scientists, and physicians with molecular-based guidance
as to which patients may benefit from newly developed or repurposed molecular targeted therapeutics for treating various life-threatening
oncology diseases. This addresses the core aspect of precision oncology treatment by identifying which individuals are more likely to
respond to specific targeted molecular therapies, thus forming the basis for personalized medicine.

 We
benefit from a portfolio of ten patents derived from licensing agreements with the US Public Health Service, the federal agency that
supervises the National Institutes of Health (NIH), which provides us with broad protection around its technology platform, George Mason
University (GMU), which provides access to additional intellectual property around improvements to the technology platform and biomarker
signatures that form the basis for future proteomics products and Vanderbilt University (Vanderbilt), which provides a predictor
of response to immunotherapy in cancer. The current assay consists of a panel of 32 protein drug targets/biomarkers, nearly all of which
are specifically covered by a suite of issued patents licensed exclusively to the Company. These patents are critical to the Company's
business because the intellectual property covers the use of these specific protein biomarkers on the Theralink test for the identification
and optimization of which drug and which specific combination of drugs is most likely to work for each specific patient: the hallmark
of patient-tailored therapy. The intellectual property covers the use of these specific markers as well as the analysis of protein drug
target activation mapping in general for patient-tailored therapeutic drug selection for breast cancer, lung cancer, colorectal cancer,
as well as many other solid tumors. Moreover, our issued patent portfolio covers the use of these markers for patient-tailored therapeutic
selection of a broad number and type of FDA approved and experimental therapeutics.

is committed to advancing the technology from GMU, the NIH and Vanderbilt as a platform for developing new clinical biomarkers. These
biomarkers and monitoring products may have the ability to provide biopharmaceutical companies and doctors with critical molecular-based
knowledge to potentially make the best therapeutic decisions based on a patient's unique, individual medical needs.

 Our
Business Strategy

 Our
strategy is to use the RPPA technology licensed from GMU, the NIH and Vanderbilt to take advantage of the new opportunities that are
evolving in the precision medicine industry, both for oncologists and their patients and biopharma companies. We offer specialized protein
testing through RPPA that may guide treatment decisions. These novel data-generating technologies are based on patented and proprietary
technology that is well-suited to be run in a central or regional laboratory utilizing samples that are collected by healthcare providers
and sent to our authorized CLIA certified testing facility for processing. We provide comprehensive and actionable insights that may
improve patient outcomes in advanced stage breast cancer today and eventually across gynecological cancers, head and neck cancers, gastrointestinal
cancers, lung, pancreatic and other solid tumors.

is helping answer critical clinical questions faced by physicians, researchers, and biopharmaceutical companies. To achieve this, we
intend to:

 Drive
 increased awareness, adoption, and create access to Theralink for patients facing a diagnosis of advanced stage breast cancer.

 Attain
 reimbursement for our Proprietary Laboratory Analyses ("PLA") code for our pan-tumor Theralink test, commence mass marketing:
 explore international partnerships and start to review potential opportunities in Canada, Asia and Europe.

 Expand
 our network in Research and Development and Research Use Only (RUO) testing with strategic partners to broaden access, and further
 enhance the capabilities of our proprietary technology for all patients with solid tumors.

 Deepen
 our relationships with current biopharmaceutical clients and establish new client opportunities.

 Build out our commercial infrastructure across marketing, sales, strategic
accounts, medical affairs and client services.

 Complete clinical outcomes studies with key National Comprehensive Cancer Network locations to bolster the clinical evidence dossier.

 Advance
 the managed market strategy to expand coverage and reimbursement while working to continually improve the visibility of the cost
 effectiveness of our testing and improved downstream outcomes among payers.

 Work
 closely with biopharmaceutical companies to have the Theralink test named as a Companion Diagnostic.

has a new and significant market opportunity due to the emergence of novel therapeutics that target a well-understood breast cancer biomarker
known as human epidermal receptor 2 (HER2). HER2 is critical to normal mechanisms of healthy cells; however, the over-expression of HER2
in breast cancer triggers the cancer to progress and metastasize. Historically, therapeutics that target HER2 (e.g., trastuzumab) have
been effective in treating patients with high HER2 expression detected with standard clinical tests. However, new HER2-targeted therapeutics
(e.g., trastuzumab deruxtecan) are effective in treating patients with low amounts of HER2, which standard methods cannot detect. Therefore,
there is a critical unmet need for a sensitive and non-subjective test to measure HER2 to empower oncologists to select the most effective
HER2-targeted therapy. Traditional genomic, transcriptomic, and proteomic tests are limited in identifying and selecting patients that
would effectively respond to these therapeutics and those that would not. Theralink intends to exploit this unique market opportunity.

 Competitive
Strengths

 We
believe that we have a number of competitive advantages including:

 Our
 RPPA technology addresses current limitations in predicting response to targeted therapeutics. Most targeted therapeutics are
 designed to "turn off" activated protein signaling that drives cancer progression and metastasis. The RPPA technology
 was designed to measure the activated of (phosphorylated) proteins and their activity in a patient's cancer. Other clinical
 technologies fail to measure activated proteins due to various factors. Immunohistochemistry requires harsh chemicals that strip
 the protein of the markers that deem it "active". Mass spectrometry does not have the sensitivity required to measure
 activated proteins with the minimal amount of clinical sample available from a patient biopsy. Genomic testing and transcriptomic
 testing (ex. RNA sequencing) do not directly measure the amount of active protein. Due to the limitations of our rival technologies,
 we are uniquely positioned to offer the most direct evaluation of activated protein abundance in clinical specimens, and we predict
 that this ability will be an essential advantage in predicting therapeutic response to targeted protein inhibitors.

 Our
 technology platform is built to directly achieve clinical utility. Our clinical test and future tests are designed to directly
 measure the abundance and activation of the targets of marketed therapeutics and those in development. Guidance and advisement from
 key opinion leaders on impactful biomarkers is also considered in selecting biomarkers for evaluation. This will yield results that
 demonstrate immediate clinical utility, as the biomarker data can be directly linked to a method of therapeutic intervention. Additionally,
 the platform can be tailored to the specific needs of biopharma clients by selecting targets that can investigate the efficacy of
 their therapeutics in development and identify mechanisms of potential resistance and feedback. The platform requires no significant
 modification from the preclinical setting to clinical trials, to companion diagnostic, making it ideal for long term partnerships
 in drug development.

 Our
 RPPA platform can be tailored and scaled for Companion Diagnostic (CDx) development. CDx results are intended to facilitate therapy
 selection by elucidating the efficacy of a specific drug or drug class for specific cohorts of patients within which a given patient
 is placed. Companion diagnostic companies are of particular interest to both drug development companies and physicians. Drug development
 companies benefit from the results of CDx tests by improving their accuracy in selecting patients for clinical trials who are most
 likely to benefit from the therapeutic they are developing. Physicians may benefit from improved decision-making information by allowing
 them to match a specific patient with the most effective treatment option. The basis of the effectiveness of companion diagnostic
 tests is built upon surrogate biomarkers, which are intended to measure the effect of a specific pharmaceutical treatment and its
 correlation to a biomarker, or endpoint. Theralink believes the most effective method to aid in therapy selection is by taking a
 specialized proteomic approach to tumor analysis. The platform can be used to identify biomarkers of response in model systems or
 clinical trials and then the selected biomarker(s) can be developed to a clinical grade companion diagnostic.

 Our
 RPPA platform is easily implemented into clinical practice and does not require any deviations from routine procedure for tissue/tumor
 sample preparation in the clinic. The platform was designed to work with the same biopsy tissue blocks and sections used in routine
 immunohistochemistry and genetics testing, with similar sample requirements. We will not face challenges or hesitance of adoption
 based on challenges to accommodating impractical requirements for tissue/tumor sample assessment.

 Our
 RPPA technology can be applied to any solid tissue disease. Currently, the platform is employed to identify targets for therapeutic
 intervention in breast cancer. The platform can easily be used to concurrently identify activated targets in other solid tissue cancers
 such as lung, prostate, ovarian, colorectal, bladder, head and neck, endometrial and any other cancer where a solid tissue biopsy
 is available. Long term, the platform can be used to expand beyond cancer to biomarker discovery in significant ailments such as
 nonalcoholic fatty liver disease, diabetic foot ulcer, and dysfunctions of the central nervous system. The technology has also been
 previously applied to other sample inputs of interest including exosomes, peripheral blood mononuclear cells, and hair.

 The
 Theralink leadership team has broad expertise in the oncology market. The team has many years of professional experience in clinical
 proteomics, demonstrated research, scientific expertise, commercialization of novel products which is paired with the Company's
 novel intellectual property.

 Business
Model

 The
Company is a commercial-stage, precision medicine, molecular data-generating company that focuses on the development and commercialization
of a series of proprietary data-generating assays that may provide important actionable information for physicians, patients and biopharmaceutical
companies, in the area of oncology. The Company's objective is to commercialize it's technology. This technology is differentiated due to:

 An
 exclusive license agreement with Vanderbilt and George Mason University ("GMU").

 A
 patent portfolio licensed from Vanderbilt, GMU and the National Institute of Health ("NIH").

 Access
 to Vanderbilt's and GMU's well-published subject matter experts and their pioneering work in phosphoproteomic-based
 biomarker diagnostics.

 Expertise
 in cancer biomarker and data-generating laboratory testing data.

 Development
 of proprietary, cutting-edge assays focused on precision oncology care.

 Building
 revenue streams based on our proprietary technology.

is advancing proprietary technology in the field of phosphoproteomic research, a sector which has emerged as one of the most exciting
new components in the high-growth field of precision molecular diagnostics. This technology is intended to make it possible to generate
an accurate and comprehensive portrait of protein pathway activation in diseased cells from each patient, which may enable providers
to identify and match individuals with optimal targeted molecular therapies. This technology enables the quantitative measurement of
the active protein(s) in cancer cells and their level of activation. The technology's measurement sensitivity is many times greater
than conventional mass spectrometry and other protein immunoassays. Initially spun-out from GMU in 2006, and subsequently elevated to
the federal government's Center for Medicare & Medicaid Services' ("CMS") and Clinical Laboratory Improvement
Amendments ("CLIA") standards, Theralink's assay may prove highly useful for oncology patient management by improving
(i) chemotherapy drug selection; (ii) immunotherapy drug selection; and (iii) optimizing combination therapy selection.

 The
biomarker and data-generating tests provide biopharmaceutical companies, clinical scientists and physicians with molecular-based guidance
as to which patients may benefit from new molecular targeted therapeutics being developed for use in treating various life-threatening
oncology diseases. These tests may also provide guidance to physicians on existing treatment standards that are recognized as the standard
of care in the oncology treatment community. This addresses the core aspect of precision oncology treatment by identifying which individuals
are more likely to respond to specific targeted molecular therapies, thus forming the basis for personalized medicine.

 The
technology is based upon the pioneering work of three noted scientists, Drs. Lance Liotta, Emanuel Petricoin and Virginia Espina, in
proteomic-based precision medicine. Theralink benefits from a portfolio of intellectual property derived from licensing agreements with:

 The
 US Public Health Service ("PHS"), the federal agency that supervises the National Institutes of Health ("NIH"),
 which provides the Company with broad protection around its technology platform; and

 GMU,
 which provides access to additional intellectual property around improvements to the technology platform and biomarker signatures
 that form the basis for future phosphoproteomics products.

is committed to advancing the technology from GMU and the NIH as a platform for the development of new clinical biomarkers. These biomarkers
and monitoring products may have the ability to provide biopharmaceutical companies and doctors with critical molecular-based knowledge
to potentially make the best therapeutic decisions based on a patient's unique, individual medical needs.

 Milestones

 In
the next fiscal year, the Company intends to focus on completing key milestones to create value for both investors
and the healthcare industry. These milestones include:

 Hiring
additional lab techs and strategic sales consultants and deploying the expanded workforce to drive growth, revenue and meaningful patient
results;

 Completion
 of outcomes studies with key NCCN (National Comprehensive Cancer Network) locations to drive adoption guidelines and payor coverage

 Completion
 of the selection process for members to sit on our Clinical and Scientific Advisory Boards;

 Continuing to validate
 additional Theralink cancer biomarker technology under CAP/CLIA standards for a pan tumor assay to provide personalized medicine
 regarding treatment options for biopharmaceutical companies, clinical oncologists and their cancer patients;

 Continuing
to partner with pharmaceutical companies to perform oncology-related data-generating testing services which may generate additional revenues
and

 Upgrade
 manufacturing capabilities to prepare for the increase of patient samples

 Incorporate
 Artificial Intelligence to increase the efficiency of our assay

 Continuing to seek financing
 to grow the Company.

Overview

 The
Theralink technology focuses on the oncology discipline of molecular pathology. Within oncology, Theralink is developing tests related
to breast cancer, gynecologic cancer, gastrointestinal ("GI") cancer, non-small cell lung cancer and pancreatic cancer. Within
the clinical precision oncology space, Theralink aims to be a leading Companion Diagnostics ("CDx") provider by delivering
assays that are intended to assist physicians when making pharmaceutical treatment decisions for a given patient. The license granted
under the GMU licensing agreement excludes biomarkers for lung, ovarian and breast cancer in a diagnostic field of use.

 CDx
results are intended to facilitate therapy selection by elucidating the efficacy of a specific drug or drug class for specific cohorts
of patients within which a given patient is placed. Companion diagnostic companies are of particular interest to both drug development
companies and physicians. Drug development companies benefit from the results of CDx assays by improving their accuracy in selecting
patients for clinical trials who are most likely to benefit from the therapeutic they are developing. Physicians may benefit from improved
decision-making information by allowing them to match a specific patient with the most effective treatment option. The basis of the effectiveness
of companion diagnostic assays is built upon surrogate biomarkers, which are intended to measure the effect of a specific pharmaceutical
treatment and its correlation to a biomarker, or endpoint. Theralink believes the most effective method to aid in therapy selection is
by taking a phosphoproteomic approach to tumor analysis.

 Asset
Description and Intellectual Property

 Background

 Theranostics
Health was a privately held company founded in 2006. Its core technologies were focused on the quantitative measurement of proteins contained
in the key signaling pathways of a disease. These measurements include pre-analytical processing of preclinical and clinical samples,
Laser Capture Microdissection ("LCM"), and Reverse Phase Protein Array ("RPPA"). The application of the technology
has enabled Theralink to work with both fresh frozen and formalin-fixed, paraffin encased research and clinical samples.

 LCM
is used to isolate specific cell populations from the many different types of cells usually present in a clinical biopsy tissue sample.
Therefore, information derived from subsequent molecular assays is specific to that targeted cell population. RPPA enables sensitive,
quantitative, calibrated, multiplexed analysis of cellular proteins from a limited amount of starting materials, such as clinical specimens.
Theranostics Health had an exclusive license from the NIH to commercialize LCM isolation of cells for the proteomic analysis used for
cancer therapeutics and companion diagnostics of which Theralink now is the licensee.

 Patent
Portfolio

 We
have licensed 10 granted U.S. patents, two from the National Institutes of Health, five from George Mason University and three from Vanderbilt
University The term of individual patents depends upon the legal term for patents in the countries in which they were obtained. In most
countries, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent application.

 GMU

 Our
exclusive license agreement with GMU: (1) Grants an exclusive worldwide license, with the right to grant sublicenses, under the Licensed
Inventions to make, have made, import, use, market, offer for sale and sell products designed, manufactured, used and/or marketed for
all fields and for all uses, subject to the exclusions discussed below; (2) Grants an exclusive option to license past, existing, or
future inventions in the field of proteomics, from inventors that are obligated to assign to GMU and who have signed a memorandum of
understanding acknowledging that developed intellectual property will be offered, subject to the exclusions discussed below; (3) The
license and option granted specifically excludes biomarkers for lung, ovarian, and breast cancers in a diagnostic field of use and GMU
inventions developed using materials obtained from third parties under agreements granting rights to inventions made using said materials;
and (4) Grants right to assign or otherwise transfer license so long as such assignment or transfer is accompanied by a change of control
transaction and GMU is given 14 days prior notice. In addition, the Company is required to make an annual payment of $50,000 to GMU as
well as pay GMU (i) a quarterly royalty equal to the net revenue multiplied by one and one-half percent (1.5%), due on a quarterly basis
or (i) a quarterly sublicense royalty equal to the net revenue multiplied by fifteen percent (15%). In addition, Theralink has the right
of first refusal for all technology associated with RPPA technology from GMU.

 NIH

 In
March 2018, the Company entered into two license agreements ("NIH License Agreements") with the National Institutes of Health
("NIH") which grants the Company an exclusive and a nonexclusive United States license for certain patents. The two patents
under these agreements expire on March 10, 2024. Pursuant to the NIH License Agreements, the Company is required to make an annual payment
of $1,000 to the NIH as well as pay the NIH a royalty equal to the net sales multiplied by three percent (3.0%) every June 30 th
 and December 31 st. Commencing on January 1 st of the year following the year of the first commercial sale,
the Company is subject to a non-refundable minimum annual royalty of $5,000. In addition, a sublicense royalty equal to the net revenue
multiplied by ten percent (10%) will be payable upon sublicensing.

 Vanderbilt

 On
March 14, 2023, the Company entered into a license agreement ("Vanderbilt License Agreement") with the Vanderbilt University
("Vanderbilt") which grants the Company an exclusive license for a certain patent. Pursuant to Vanderbilt License Agreement,
the Company was required to pay patent fees incurred by Vanderbilt prior to the effective date of the agreement of $18,917 and to make
an annual licensing payment of $5,556. Additionally, Vanderbilt is entitled to receive a royalty semi-annually equal to the gross sales
based upon tiered structure subject to the level of patent utilization ranging from 0.25% to 2.0%.

 Regulatory
Approvals – CAP/CLIA and FDA

 Initially,
the Company can provide data-generating services to certain counterparties such as biopharmaceutical companies for research use only
("RUO"). These arrangements will provide service revenues for the Company during its early years of development.

 The
Company may expand its data-generating services to address a broader range of clients, specifically, either as a direct provider of services
to hospitals and chronic care providers for precision health screening by oncologists, or indirectly as a reference laboratory, thereby
increasing potential services revenues. Oncologists may eventually use our data-generating services to optimize potential treatment protocols
for breast cancer, gynecologic cancer, pancreatic cancer, GI cancer and non-small cell lung cancer patients, among others.

 CLIA
are federal regulations for United States based clinical laboratories to provide industry standards for testing human samples for various
purposes. These amendments were added to the laboratory requirements outlined in the Code of Federal Regulations, 42 CFR 493. Three federal
agencies are responsible for ensuring laboratories comply with CLIA standards: Food and Drug Administration ("FDA"), the
CMS, and the Center for Disease Control.

 Additionally,
laboratories can pursue a higher level of designation by becoming accredited by a recognized accreditation agency. The College of American
Pathologists ("CAP") is such an agency. CAP releases its own requirements, which are built upon CLIA's regulations.
Compliance is assessed by a peer group site inspection every two years. Meeting these criteria ensures that industry specific standards
for laboratory operations are upheld in the lab. These requirements are designed to identify areas for improvement to reach the highest
level of quality. Theralink is currently CAP accredited.

 Subsequently,
if Theralink receives FDA approval as a CDx, the Company would consider expanding its data-generating services by opening additional
laboratory sites to assist oncologists using precision therapy selection in hospitals and chronic care provider groups. These oncologists
would be using the data-generating services to optimize potential treatment protocols for breast cancer, gynecologic cancer, pancreatic
cancer, GI cancer, non-small cell lung cancer and other solid tumor patients once the Theralink assays are fully developed for these
applications.

 The
attainment and timing of key regulatory approvals are critical and required to commence marketing and subsequent realization of revenues.
The Company already has CLIA certification in every state. The Company has obtained national CAP accreditation.

 Goals
for 2024 and Beyond

 Attain
 reimbursement for our proprietary laboratory analyses ("PLA") code for our pan-tumor Theralink assay, commence mass marketing:
 explore international partnerships and start to review potential opportunities in Canada, Asia and Europe;

 Increase
 mass marketing and market share in all approved jurisdictions in 2024 and beyond; and

 Work
 closely with biopharmaceutical companies to have the Theralink assay named as a Companion Diagnostic.

 Commercialization
Strategy

is a micro-volume multi-marker tumor analysis platform that has been developed to improve upon the limitations of current techniques
(such as western blot, immunohistochemistry (IHC), fluorescent in situ hybridization (FISH) and next generation sequencing (NGS)) that
produce low resolution information with modest gains in predictive power on which to base treatment plans. Theralink's Next Generation
Proteomics (NGP) may improve decision-making for biopharmaceutical companies, oncologists and patients because it recommends therapeutic
options that may be optimal for a patient's specific tumor. We believe that our proprietary micro-volume protein expression platform
can potentially improve the management of over 800,000 cancer patients in the US alone based on figures provided by the American Cancer
Society.

 We
believe that our platform has potential application along the entire continuum of drug development: from discovery, to pre-clinical through
to drug commercialization.

 Research
Use Only ("RUO") Segment

 For
our RUO segment, target customers fall into two main groups: those requiring discovery and early-stage drug development, and those requiring
later stage drug development.

 A.

 For
 customers in the early-stage drug development, Theralink provides target identification and validation, model system validation (cells,
 xenografts), and optimization of compounds in specific absorption rate (SAR) studies. Because Theralink is able to directly measure
 the drug target, this allows customers to make smarter decisions regarding the efficacy of their drug, and whether to move forward
 or not, thus allowing them to reduce cost.

 Theralink's
 advantages over its potential competitors on the pre-clinical side include:

 The
 ability to measure multiple endpoints simultaneously (over 300)

 Flexibility
 in choice of endpoints (post-translational modifications)

 The
 ability to process different samples (cells, CSF, tissues, etc.)

 Sensitivity:
 nL sample, representing <2,000 cells

 Robust
 assays, reproducible, sensitivity, and specificity

 Calibration
 across experiments, direct comparison

 B.

 For
 customers requiring later stage drug development, Theralink identifies markers for the customers to use in clinical validation, identifies
 pathway/marker sets with potential utility in the clinical setting, validates selected efficacy markers in Phase I and Phase II clinical
 trials, identifies markers for patient stratification, and validates markers for future companion diagnostics. The value that Theralink
 provides these clients is to identify the appropriate individuals for the customer's drug trials, i.e., those individuals that
 have the relevant activated pathways that make them most likely to be responsive to the drug. This potentially will allow the customers
 to reduce the size of their Phase III trials, allowing for a substantial cost and time savings.

 Theralink's
 advantages over its potential competitors on the clinical side include:

 First
 in class profiling of activated proteins in signaling pathways

 One
 stop shop: from sample handling to LCM to data generation and final report

 Sensitivity
 allows use of small clinical biopsy (less than 30,000 cells).

 LCM
 allows purification of relevant cell populations

 Focusing
 directly on relevant drug targets (marketed molecular therapeutics) and potential drug targets (those in development)

 Identifying
 specific pathway signatures with focus on relevant nodes

 An
 advantage for combination therapy, high specificity on targeted pathway, monitor compensatory pathways, and activation through feedback
 signaling.

 CAP/CLIA
Certified Laboratory Segment

 Sample
processing is conducted through a single certified laboratory. Strategically, the data-generating services can be delivered at two distinct
channels and are not mutually exclusive (i.e. can execute at one or both levels). The "direct sales" channel typically refers
to marketing, sales and execution of sample processing and specific phosphoproteomic services to the end-user as the hospital and cancer
center for precision health screening by oncologists. The "reference laboratory" channel typically refers to providing a
subcontract service to one or more counterparties (who have CAP/CLIA certification), so we are not direct to the end-user in this channel.

 CLIA
Approved Laboratory Segment

 Sample
processing may also be conducted through the certified laboratory that the Company manages. In addition to the "direct sales"
channel, there is the "companion diagnostic" aspect to the end-user as the hospital and chronic care provider for precision
health screening by oncologists that is specifically related to a drug's indication and efficacy for the patient's specific
cancer biomarkers. Theralink's involvement with biopharmaceutical companies in various stages of drug development and RUO projects
could lead to the Company becoming a successful companion diagnostic for those treatments.

 Our
initial objective was to capitalize on successful pilots with biopharmaceutical companies and leading medical institutions in a clinical
trial environment. Management accomplished this objective with the successful initial launch of Theralink in 2021. We plan to continue
adoption as a differentiated technology in the personalized healthcare marketplace by leveraging the strong support of the many key opinion
leaders and users of the pilot platform.

 Our
flagship product for our commercial strategy, will focus on precision health screening for oncologists.

 The
key ingredients to our commercial success will be:

 A
 proprietary technology that provides a credible point of entry to a well-defined medical market;

 Comprehensive
 protocols for cancer biomarkers positioned for seamless integration to established standards of care for oncologist treatment regimens;

 Eventually,
 a data friendly format and HIPPA compliance for ease of integration to monitoring systems and artificial intelligence (AI) modalities
 for oncologist teams to track precision medicine and monitor patient treatment outcomes.

 Proprietary
Technology for credible commercial point of entry

 We
believe that our focused technologies are of particular value to oncologist teams developing molecular targeted and/or combination therapies
because of our ability to make very small and precise measurements in the cellular microenvironment. The platforms are based on assessing
protein activation status (via post-translational modifications such as phosphorylation, methylation, cleavage, etc.) of drug targets
and receptors, their downstream signal transduction pathways, and potential compensatory or adaptive mechanisms within targeted cell
populations. These commercial collaborations are critically important as they may establish our Company's platform as a "must
have" in specific cancers (e.g., breast cancer management), where precise and targeted chemotherapy and immunotherapies can make
a dramatic difference in patient outcomes. We intend to collaborate with top industry and medical institution oncology experts, and key
opinion leaders ("KOL's"), who are focused on developing precision oncology therapeutics.

 Strong
pipeline of potential commercial partners

intends to deliver a comprehensive precision cancer biomarker platform by seamlessly integrating its technology into the workflow of
oncologists in various healthcare networked systems. Currently, the oncology precision tumor analysis market is dominated by genomic
diagnostic companies such as Genomic Health and Foundation Medicine. Theralink's technologies may provide a unique, complementary
and actionable knowledge base to existing market players, seeking to improve outcomes for oncologists and their patients. Our targeted
commercial partners are seeking technologies that help differentiate their approach to oncology care, by using patient-centric solutions
to help enable better chronic patient management during and after treatment to help maximize patient outcomes and prevent recurrences.
Theralink sees this as a major commercial opportunity to serve both hospitals and primary care providers in the US. These same hospitals
and primary care providers may have connections to cancer treatment programs abroad (i.e. Europe and Asia).

 Operations
During the Year ended September 30, 2023

the fiscal year ended September 30, 2023, the Company focused on executing its business plan by validating its equipment in order to
meet CLIA and CAP standards. In addition, the Company's management team has been actively marketing its Theralink assay to KOLs,
channel partners, and cancer centers throughout the US. Management believes the Company's lab now has all of the instruments necessary
to service biopharma clients with oncology-focused preclinical and clinical drug development programs. Arrangements have been made to
obtain the necessary population data (additional cancer tumor samples) to help the Company continue to build Lab Developed Tests ("LDT's")
for other cancers for clinical clients. as well as complete outcomes trials with key partners to change practice guidelines and secure expanded payor
access.

 Marketing
and Pricing

 To
date, the Company has derived its revenues primarily from biopharma research and development contracts and patient testing services.
These contracts require the Company to provide services directed towards specific objectives and include developmental milestones and
deliverables. Up-front payments are recorded as deferred revenue and recognized when milestones are achieved.

Opportunity

 There
are a number of key trends having a significant impact on the clinical testing business and represent opportunities for companies that
can develop novel assays. Clinical laboratory testing is an essential healthcare service and is being favorably impacted by the following:

 Demographics:
 The growing and aging population is increasing the demand for clinical testing;

 Increased
 testing: Physicians are increasingly relying on testing to help identify disease risk, detect the symptoms of disease earlier,
 aid in the choice of a therapeutic regimen, monitor patient compliance and evaluate treatment results;

 Advances
 in science and technology: Recent medical advances have allowed earlier diagnosis and treatment of diseases and continuing research
 and development in the area of genomics is expected to yield new, more sophisticated and specialized diagnostic tests. These advances
 also are spurring interest in, and demand for, personalized or tailored medicine;

 Prevention
 and wellness: There is an increased awareness of the benefits of preventative medicine and wellness. Consumers, employers, health
 plans, and government agencies are increasingly focusing on detecting diseases earlier and providing preventative care that helps
 avoid disease.

 As
a result of these significant changes in the laboratory testing market, it is evident that there is a significant commercial opportunity
for companies that provide products or services that address the new needs of the evolving precision medicine marketplace. This is the
market opportunity that the Company is pursuing through its introduction of data-generating assays that use patented and proprietary
technology to help improve patient health and help reduce the overall cost of healthcare through early detection, prevention, and treatment.

 Governmental
Regulation

 The
services that we provide are regulated by federal, state and foreign governmental authorities. Failure to comply with the applicable
laws and regulations can subject us to repayment of amounts previously paid to us, significant civil and criminal penalties, loss of
licensure, certification, or accreditation, or exclusion from government health care programs. The significant areas of regulation are
summarized below.

 Clinical
Laboratory Improvement Amendments of 1988 and State Regulation

 Our
clinical laboratory must hold certain federal, state and local licenses, certifications and permits to conduct our business. Laboratories
in the United States that perform testing on human specimens for the purpose of providing information for the diagnosis, prevention,
or treatment of disease are subject to the Clinical Laboratory Improvement Amendments of 1988, or ("CLIA"). CLIA requires
such laboratories to be certified by the federal government and mandates compliance with various operational, personnel, facilities administration,
quality and proficiency testing requirements intended to ensure that testing services are accurate, reliable and timely. CLIA certification
also is a prerequisite to be eligible to bill state and federal health care programs, as well as many private insurers, for laboratory
testing services. We have received CLIA certification for all states.

 In
addition, CLIA requires certified laboratories to enroll in an approved proficiency testing program if it performs testing in any category
for which proficiency testing is required. Our laboratory will periodically test specimens received from an outside proficiency testing
organization and then submit the results back to that organization for evaluation. If our laboratory fails to achieve a passing score
on a proficiency test, it could lose its right to perform testing. Further, failure to comply with other proficiency testing regulations,
such as the prohibition on referral of a proficiency testing specimen to another laboratory for analysis, can result in revocation of
our laboratories' CLIA certification.

 As
a condition of CLIA certification, our laboratory is subject to survey and inspection every other year, in addition to being subject
to additional random inspections. The biennial survey is conducted by the Centers for Medicare & Medicaid Services ("CMS"),
a CMS agent (typically a state agency), or a CMS-approved accreditation organization.

 CLIA
provides that a state may adopt laboratory regulations that are more stringent than those under federal law. Our laboratory will be licensed
by the appropriate state agency in Colorado. If a laboratory is out of compliance with state laws or regulations governing licensed laboratories,
penalties for violation vary from state to state but may include suspension, limitation, revocation or annulment of the license, assessment
of financial penalties or fines, or imprisonment. We believe that we are in material compliance with all applicable licensing laws and
regulations.

 Food
and Drug Administration

 Although
the FDA has consistently claimed that it has the authority to regulate laboratory-developed tests that are developed, validated and performed
only by a CLIA certified laboratory, it has historically exercised enforcement discretion by not otherwise regulating most LDTs. Nevertheless,
the FDA recently indicated that it is promulgating draft guidance for FDA regulation of most LDTs in the future. On January 13, 2017,
the FDA published a non-binding "Discussion Paper" proposing a framework of LDT oversight largely consistent with the draft
guidance, "to spur further dialogue" and give "congressional authorizing committees the opportunity to develop a legislative
solution." Recent agency announcements made in the context of the coronavirus ("COVID-19") public health emergency
have produced a shifting policy landscape and further uncertainty regarding the FDA's role in regulating LDTs: in August 2020,
the Department of Health and Human Services ("HHS") announced that the FDA would not require premarket review of LDTs absent
notice-and-comment rulemaking, but in November 2021, HHS issued a statement withdrawing that prior announcement, indicating a return
to FDA's longstanding approach to the regulation and enforcement discretion toward LDTs.

 Congress
has also considered a number of legislative proposals in recent years that would amend the regulatory framework for LDTs, including,
among other requirements, FDA premarket review of certain LDTs. The most recent such proposal, the Verifying Accurate Leading-edge IVCT
Development ("VALID") Act, was introduced in both the House and Senate on June 24, 2021. A competing legislative proposal,
the Verified Innovative Testing in American Laboratories Act of 2021 ("VITAL Act"), was introduced in the Senate on May 18,
2021. However, it remains uncertain whether Congress will enact legislation regulating LDTs and, if so, whether the legislation will
be similar to the framework described in FDA's 2014 draft guidance or Discussion Paper, or either the VITAL or VALID Acts. It is
possible that legislation and resulting FDA regulation may result in increased regulatory burdens and costs for us to seek marketing
authorization for and maintain ongoing compliance for our existing tests, any modifications thereto, or any future tests we may develop.
We cannot be certain as to which of our tests, if any, would require FDA approval or clearance under any of the proposed frameworks and,
if required, that our tests could obtain such approval or clearance.

 Recently
the FDA has published proposed rules for a change in the regulatory aspects of LDT's. The Company will keep a close watch on any
new legislation that the FDA might impose on any companies utilizing LDT's.

 HIPAA
and Other Privacy Laws

 The
Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), established comprehensive federal protection for the
privacy and security of health information. The HIPAA standards apply to three types of organizations: health plans, healthcare clearing
houses, and healthcare providers which conduct certain healthcare transactions electronically ("Covered Entities"). Title
II of HIPAA, the Administrative Simplification Act, contains provisions that address the privacy of health data, the security of health
data, the standardization of identifying numbers used in the healthcare system and the standardization of certain healthcare transactions.
The privacy regulations protect medical records and other protected health information by limiting their use and release, giving patients
the right to access their medical records and limiting most disclosures of health information to the minimum amount necessary to accomplish
an intended purpose. The HIPAA security standards require the adoption of administrative, physical, and technical safeguards and the
adoption of written security policies and procedures.

 On
February 17, 2009, Congress enacted Subtitle D of the Health Information Technology for Economic and Clinical Health Act, or HITECH,
provisions of the American Recovery and Reinvestment Act of 2009. HITECH amends HIPAA and, among other things, expands and strengthens
HIPAA, creates new targets for enforcement, imposes new penalties for noncompliance and establishes new breach notification requirements
for Covered Entities. Regulations implementing major provisions of HITECH were finalized on January 25, 2013, through publication of
the HIPAA Omnibus Rule (the "Omnibus Rule").

 Under
HITECH's new breach notification requirements, Covered Entities must report breaches of protected health information that has not
been encrypted or otherwise secured in accordance with guidance from the Secretary of the U.S. Department of Health and Human Services
(the "Secretary"). Required breach notices must be made as soon as is reasonably practicable, but no later than 60 days following
discovery of the breach. Reports must be made to affected individuals and to the Secretary and in some cases, they must be reported through
local and national media, depending on the size of the breach. Breach reports can lead to investigation and enforcement.

 We
are currently subject to the HIPAA regulations, and we will maintain an active compliance program that is designed to identify security
incidents and other issues in a timely fashion and enable us to remediate, mitigate harm or report if required by law. We are subject
to prosecution and/or administrative enforcement and increased civil and criminal penalties for non-compliance, including a new, four-tiered
system of monetary penalties adopted under HITECH. We are also subject to enforcement by state attorney generals who were given authority
to enforce HIPAA under HITECH. To avoid penalties under the HITECH breach notification provisions, we must ensure that breaches of protected
health information are promptly detected and reported within the Company, so that we can make all required notifications on a timely
basis. However, even if we make required reports on a timely basis, we may still be subject to penalties for the underlying breach.

 In
addition to the federal privacy regulations, there are a number of state laws regarding the privacy and security of health information
and personal data that are applicable to our clinical laboratories. Many states have also implemented genetic testing and privacy laws
imposing specific patient consent requirements and protecting test results by strictly limiting the disclosure of those results. State
requirements are particularly stringent regarding predictive genetic tests, due to the risk of genetic discrimination against healthy
patients identified through testing as being at a high risk for disease. We believe that we have taken the steps required of us to comply
with health information privacy and security statutes and regulations, including genetic testing and genetic information privacy laws
in all state and federal jurisdictions.

 We
are subject to laws and regulations related to the protection of the environment, the health and safety of employees and the handling,
transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials. For example, the U.S. Occupational
Safety and Health Administration ("OSHA"), has established extensive requirements relating specifically to workplace safety
for healthcare employers in the U.S. This includes requirements to develop and implement multi-faceted programs to protect workers from
exposure to blood-borne pathogens, including preventing or minimizing any exposure through needle stick injuries. For purposes of transportation,
some biological materials and laboratory supplies are classified as hazardous materials and are subject to regulation by one or more
of the following agencies: the U.S. Department of Transportation, the U.S. Public Health Service, the United States Postal Service and
the International Air Transport Association. We will use third-party vendors to dispose of regulated medical waste, hazardous waste and
radioactive materials and contractually require them to comply with applicable laws and regulations.

 International
Regulations

 We
may market our assays outside of the United States and will be subject to foreign regulatory requirements governing laboratory licensure,
human clinical testing, use of tissue, privacy and data security, and marketing approval for our tests. These requirements vary by jurisdiction,
differ from those in the United States and may require us to implement additional compliance measures or perform additional pre-clinical
or clinical testing. In many countries outside of the United States, coverage, pricing and reimbursement approvals are also required.
We are also required to maintain accurate information and control over sales and distributors' activities that may fall within
the purview of the Foreign Corrupt Practices Act, its books and records provisions and its anti-bribery provisions.

 Reimbursement
and Billing

 Reimbursement
and billing for precision medicine services are generally highly complex. Laboratories must bill various payors, such as private third-party
payors, including Managed Care Organizations ("MCO") and state and federal health care programs, such as Medicare and Medicaid,
and each may have different billing requirements. Additionally, the audit requirements we must meet to ensure compliance with applicable
laws and regulations, as well as our internal compliance policies and procedures, add further complexity to the billing process. Other
factors that complicate billing include:

 variability
 in coverage and information requirements among various payors;

 missing,
 incomplete or inaccurate billing information provided by ordering physicians;

 billings
 to payors with whom we do not have contracts;

 disputes
 with payors as to which party is responsible for payment; and

 disputes
 with payors as to the appropriate level of reimbursement.

 Depending
on the reimbursement arrangement and applicable law, the party that reimburses us for our services may be:

 a
 third party who provides coverage to the patient, such as an insurance company or MCO;

 a
 governmental payor; or

 the
 patient.

The Company received a Medicare reimbursement rate for our billing code in fiscal year 2022. We began submitting claims to Medicare
in 2023. We expect Medicare to process claims on a case-by-case basis and Medicare may adjudicate those claims by providing broad
coverage, limiting coverage to specific circumstances, or denying coverage altogether. We are currently working to establish
coverage and billing rates with other payors outside of Medicare.

 Federal
and State Fraud and Abuse Laws

 A
variety of federal laws prohibit fraud and abuse involving state and federal health care programs, such as Medicare and Medicaid. These
laws are interpreted broadly and enforced aggressively by various state and federal agencies, including CMS, the Department of Justice,
the Office of Inspector General for the Department of Health and Human Services ("OIG"), and various state agencies. In addition,
the Medicare and Medicaid programs increasingly use a variety of contractors to review claims data and to identify improper payments
as well as fraud and abuse. Any overpayments identified must be repaid to the Medicare program unless a favorable decision is obtained
on appeal. In some cases, these overpayments can be used as the basis for an extrapolation, by which the error rate is applied to a larger
universe of claims, and which can result in even higher repayments.

 Anti-Kickback
Laws

 The
Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, receiving or providing remuneration,
directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for or recommending
of an item or service that is reimbursable, in whole or in part, by a federal health care program. "Remuneration" is broadly
defined to include anything of value, such as, for example, cash payments, gifts or gift certificates, discounts, or the furnishing of
services, supplies or equipment. The Anti-Kickback Statue is broad and prohibits many arrangements and practices that are lawful in businesses
outside of the health care industry.

 Recognizing
the breadth of the Anti-Kickback Statute and the fact that it may technically prohibit many innocuous or beneficial arrangements within
the health care industry, the OIG has issued a series of regulations, or safe harbors. Compliance with all requirements of a safe harbor
immunizes the parties to the business arrangement from prosecution under the Anti-Kickback Statute. The failure of a business arrangement
to fit within a safe harbor does not necessarily mean that the arrangement is illegal or that the OIG will pursue prosecution. Still,
in the absence of an applicable safe harbor, a violation of the Anti-Kickback Statute may occur even if only one purpose of an arrangement
is to induce referrals. The penalties for violating the Anti-Kickback Statute can be severe. These sanctions include criminal and civil
penalties, imprisonment and possible exclusion from the federal health care programs. Many states have adopted laws similar to the Anti-Kickback
Statute, and some apply to items and services reimbursable by any payor, including private third-party payors.

 Physician
Self-Referral Bans

 The
federal ban on physician self-referrals, commonly known as the Stark Law, prohibits, subject to certain exceptions, physician referrals
of Medicare patients to an entity providing certain designated health services, which include laboratory services, if the physician or
an immediate family member of the physician has any financial relationship with the entity. Several Stark Law exceptions are relevant
to arrangements involving clinical laboratories, including: (1) fair market value compensation for the provision of items or services;
(2) payments by physicians to a laboratory for clinical laboratory services; (3) certain space and equipment rental arrangements that
satisfy certain requirements; and (4) personal services arrangements. Penalties for violating the Stark Law include the return of funds
received for all prohibited referrals, fines, civil monetary penalties and possible exclusion from the federal health care programs.
In addition to the Stark Law, many states have their own self-referral bans, which may extend to all self-referrals, regardless of the
payor.

 State
and Federal Prohibitions on False Claims

 The
federal False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented,
a false or fraudulent claim for payment to the federal government. Under the False Claims Act, a person acts knowingly if he has actual
knowledge of the information or acts in deliberate ignorance or in reckless disregard of the truth or falsity of the information. Specific
intent to defraud is not required. The qui tam provisions of the False Claims Act allow a private individual to bring an action on behalf
of the federal government and to share in any amounts paid by the defendant to the government in connection with the action. Penalties
include payment of up to three times the actual damages sustained by the government, plus civil penalties of between $5,500 and $11,000
for each false claim, as well as possible exclusion from the federal health care programs. In addition, various states have enacted similar
laws modeled after the False Claims Act that apply to items and services reimbursed under Medicaid and other state health care programs,
and, in several states, such laws apply to claims submitted to any payor.

 Civil
Monetary Penalties Law

 The
federal Civil Monetary Penalties Law, or the CMP Law, prohibits, among other things (1) the offering or transfer of remuneration to a
Medicare or state health care program beneficiary if the person knows or should know it is likely to influence the beneficiary's
selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless
an exception applies; (2) employing or contracting with an individual or entity that the provider knows or should know is excluded from
participation in a federal health care program; (3) billing for services requested by an unlicensed physician or an excluded provider;
and (4) billing for medically unnecessary services. The penalties for violating the CMP Law include exclusion, substantial fines, and
payment of up to three times the amount billed, depending on the nature of the offense.

 Employees

 As
of September 30, 2023, the Company had sixteen active employees. On November 30, 2023, the Company had a reduction in force. The Company
does not believe this reduction will significantly impact the business and it considers relations with its employees to be
good. No employee of the Company is covered by a collective-bargaining agreement.

 ITEM
1A. RISK FACTORS

 Risks
Relating to Our Financial Position and Operations

 We
have incurred significant losses since inception and anticipate that we will continue to incur losses for the foreseeable future. To
date we have generated little revenue or profit from our technology. We may never realize revenue or profitability. There is substantial
doubt in our ability to continue as a going concern.

 We
had net losses of $30,907,505 and $12,741,962 for the years ended September 30, 2023, and 2022, respectively. The loss from
operations was $8,979,367 and $11,640,006 for the years ended September 30, 2023, and 2022, respectively. The net cash used in
operations were $5,774,855 and $5,389,695 for the years ended September 30, 2023, and 2022, respectively. Additionally, the Company
had an accumulated deficit of $93,754,774 and $62,807,817, on September 30, 2023, and 2022, respectively, had a stockholders'
deficit of $38,115,561 on September 30, 2023, and had a working capital deficit of $38,572,166 on September 30, 2023. The Company
had revenues of $606,796 and $567,905, for the years ended September 30, 2023, and 2022, respectively. Management believes that
these matters raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the
issuance date of this report.

 Our
losses have resulted principally from interest expense, loss on debt extinguishment, professional fees, compensation expenses, costs
of revenue and general and administrative expenses incurred while building our business infrastructure. We expect to continue to
incur losses for the near future. Furthermore, we expect these losses to increase as we continue our research and development of and
seek regulatory approval for Theralink and any other services we may develop, prepare for and begin to commercialize by adding
infrastructure and personnel to support the development of our technology and operations as a public company. The net losses and
negative cash flows from operations incurred to date, together with expected future losses, have had and likely will continue to
have, an adverse effect on our stockholders' equity and working capital. The amount of future net losses will depend, in part,
on the rate of future growth of our expenses and our ability to generate revenue.

 Management
cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt
and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining
our business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through
additional debt and/or equity financings to fund its operations in the future.

 Although
management believes there is substantial doubt about our ability to continue as a going concern our financial statements do not reflect
any adjustments that might result if we are unable to continue our business. Our financial statements contain additional disclosures
in the notes to the financial statements describing our current circumstances. Even if we are able to successfully realize our commercialization
goals for Theralink, because of the numerous risks and uncertainties associated with commercialization of our technology, we will require
additional funding. We are unable to predict when we will become profitable, if at all. Even if we do produce revenues and achieve profitability,
we may not be able to maintain or increase profitability.

 We
will need additional funding to achieve our goals and may be unable to raise additional capital when needed, which would force us to
delay, reduce or eliminate our product development and commercialization efforts. Raising additional capital may cause dilution to our
existing stockholders, restrict our operations or require us to relinquish rights to our technologies.

 We
expect to expend substantial resources for the foreseeable future to continue the development and commercialization of our technology.
We may not be able to generate significant revenues for several years, if at all. Until such time as we can generate substantial service
revenues, we may attempt to finance our cash needs through equity offerings, debt financings, government and/or other third-party grants
or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, our investors' ownership
interest will be diluted. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability
to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to
obtain funding on a timely basis, we may be required to significantly curtail one or more research or development programs, which would
adversely impact potential revenues, results of operations and financial condition. We cannot be certain that additional funding will
be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of, or
eliminate one or more of our research and development activities.

 The
recent COVID-19 pandemic has negatively affected and will continue to negatively affect our business, financial condition and results
of operations.

 The
public health crisis caused by the COVID-19 pandemic and the measures that have been taken or that may be taken in the future by governments,
businesses, including us, and the public at large to limit COVID-19's spread have had, and we expect will continue to have, a materially
negative effect on our business, financial condition, and results of operation. The extent of the impact of the COVID-19 pandemic on
our business and financial results will depend on numerous evolving factors that we are not able to accurately predict and which will
vary by market, including the duration and scope of the pandemic, global economic conditions during and after the pandemic, governmental
actions that have been taken, or may be taken in the future, in response to the pandemic, and changes in consumer behavior in response
to the pandemic, some of which may be more than just temporary.

 In
addition, economic uncertainty associated with the COVID-19 pandemic has resulted in volatility in the global capital and credit markets
which can impair our ability to access these markets on terms commercially acceptable to us, or at all.

 There
can be no assurance that we will be successful in our efforts to mitigate the negative impact of COVID-19, and as a result, our business,
financial condition and results of operations and the prices of our publicly traded securities may be adversely affected.

 Risks
Relating to our Product Commercialization Pursuits

 If
we fail to achieve and sustain commercial success for our services, our business will suffer, our future prospects may be harmed, and
our stock price would likely decline.

 We
have sold or marketed our technology on a very limited basis. Unless we can continue to successfully commercialize our services or acquire
the right to market other approved products or services, our business will be materially adversely affected. Our ability to generate
revenues for our services will depend on, and may be limited by, a number of factors, including the following:

 acceptance
 of and ongoing satisfaction of our services by the medical community, patients receiving therapy and third-party payors in the United
 States, and eventually in foreign markets if we receive marketing approvals abroad;

 our
 ability to develop and expand market share for analyzing late-stage cancer patients, both in the United States and potentially in
 the rest of the world if we receive marketing approvals outside of the United States, in the midst of numerous competing technologies
 for late-stage cancer, many of which are already generally accepted in the medical community;

 adequate
 coverage or reimbursement for our services by government healthcare programs and third-party payors, including private health coverage
 insurers and health maintenance organizations; and

 the
 ability of patients to afford any required co-payments for our services.

 If
for any reason we are unable to sell our services, our business would be seriously harmed and could fail.

 If
Theralink were to become the subject of concerns related to its efficacy, safety, or otherwise, our ability to generate revenues from
Theralink could be seriously harmed.

 With
the use of any newly marketed technology by a wider patient population, serious adverse events may occur from time to time that initially
do not appear to relate to the technology itself. Any safety issues could cause us to suspend or cease marketing of our approved technology,
cause us to modify how we market our approved technology, subject us to substantial liabilities, and adversely affect our revenues and
financial condition. In the event of a withdrawal of Theralink from the commercial market, our revenues would decline significantly and
our business would be seriously harmed and could fail.

 Adoption
of Theralink for the analysis of patients with either early stage or advanced cancer may be slow or limited for a variety of reasons,
including competing therapies and perceived difficulties in the treatment process or delays in obtaining reimbursement. If Theralink
is not broadly accepted as a technology option for cancer, our business would be harmed.

 The
rate of adoption of Theralink for early stage or advanced cancer and the ultimate market size will be dependent on several factors, including
the education of treating physicians on the information provided by Theralink. A significant portion of the prospective patient base
for the Theralink may be under the care of oncologists who may have little or no experience with our technology. Acceptance by oncologists
of Theralink may be slow and may require us to educate physicians on the benefits of using our technology.

 To
achieve global success for Theralink as a technology, we will need to obtain approvals by foreign regulatory authorities. Data from our
completed clinical trials of Theralink may not be sufficient to support approval for commercialization by regulatory agencies governing
the sale of drugs outside of the United States. This could require us to spend substantial sums to develop sufficient clinical data for
licensure by foreign authorities. Submissions for approval by foreign regulatory authorities may not result in marketing approval by
these authorities. In addition, certain countries require pricing to be established before reimbursement for the specific technology
may be obtained. We may not receive or maintain marketing approvals at favorable pricing levels or at all, which could harm our ability
to market Theralink globally. Cancer is common in many regions where the healthcare support systems are limited and reimbursement for
Theralink may be limited or unavailable, which will likely limit or slow adoption in these regions. If we are unable to successfully
achieve the full global market potential of Theralink due to diagnostic practices or regulatory hurdles, our future prospects would be
harmed, and our stock price could decline.

 Risks
from Competitive Factors

 Our
competitors may develop and market products that are less expensive, more effective, safer or reach the market sooner, which may diminish
or eliminate the commercial success of any products we may commercialize.

 Competition
in the cancer information field is intense and accentuated by the rapid pace of advancements in product development. Further, research
and discoveries by others may result in breakthroughs that render potential technologies obsolete before they generate revenue.

 Many
universities and private and public research institutes may in the future become active in cancer research, which may be in direct competition
with us.

 Some
of our competitors in the cancer predictive biomarker space have substantially greater research and development capabilities than we
do. Their processing, marketing, financial and managerial resources may be greater than ours. Acquisitions of competing companies by
large pharmaceutical and biotechnology companies could enhance our competitors' resources. In addition, our competitors may obtain
patent protection or FDA approval and commercialize predictive biomarkers more rapidly than we do, which may impact future sales of our
technology. We expect that competition among technology options will be based, among other things, on price, safety, reliability, availability,
patent protection, sales, marketing and distribution capabilities. Our profitability and financial position will suffer if our technology
cannot compete effectively in the marketplace.

 We
could face competition from other technologies and products that could impact our profitability.

 We
may face competition in Europe from other technologies and products, and we expect we may face competition from those technologies and
products in the future in the United States as well. To the extent that governments adopt more permissive approval frameworks and competitors
are able to obtain broader marketing approval for predictive biomarkers, our technology will become subject to increased competition.
Expiration or successful challenge of applicable patent rights could trigger such competition, and we could face more litigation regarding
the validity and/or scope of our patents. We cannot predict the end results other technologies or other competing products could have
on the future potential sales of our services.

 Failure
to retain key personnel could impede our ability to develop our technology and to obtain new collaborations or other sources of funding.

 Companies
like ours depend upon our scientific staff to discover new technologies and predictive biomarker. They utilize these biomarkers to recommend
treatment guidance for cancer patients. The quality and reputation of our scientific, clinical and regulatory staff, especially the senior
staff, and their success in performing their responsibilities, may directly influence the success of our technology development program.
As we pursue successful commercialization of Theralink, we will need to hire sales and marketing, and operations executive management
staff in order to ensure our organizational success. In addition, we require additional executive officers to provide strategic and operational
guidance. Our inability to recruit key management, scientific, clinical, regulatory, medical, operational and other personnel, may delay
or prevent us from achieving our business objectives. We face intense competition for personnel from other companies, universities, public
and private research institutions, government entities and other organizations.

 Risks
Relating to Collaboration Arrangements and Reliance on Third Parties

 We
must rely on relationships with third-party suppliers to supply necessary resources used in our technology. These relationships are not
easy to replace.

 We
rely upon others for resources used in the production of predictive biomarkers for the Theralink assay. Problems with any of our suppliers'
facilities or processes could result in failure to produce or a delay in production of adequate information used in the production of
the Theralink assay. This could delay or reduce commercial sales and materially harm our business. Any prolonged interruption in the
operations of our suppliers' facilities could result in a shortfall in the information necessary to complete our assay.

 Risks
Related to Regulations

in clinical development may be limited in use if we do not maintain or gain required regulatory approvals.

 Our
clinical business maybe subject to extensive regulation by numerous state and federal governmental authorities in the United States and
potentially by foreign regulatory authorities, with regulations differing from country to country.

 Obtaining
regulatory approval for marketing of a technology candidate in one country does not assure we will be able to obtain regulatory approval
in other countries. However, a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory
process in other countries.

 In
general, the FDA and equivalent other country authorities require labeling, advertising and promotional materials to be truthful and
not misleading and marketed only for the approved indications and in accordance with the provisions of the approved label. If the FDA
or other regulatory authorities were to challenge our promotional materials or activities, they may bring enforcement action.

 Regulatory
authorities could also add new regulations or reform existing regulations at any time, which could affect our ability to obtain or maintain
approval of our technology. Theralink is a novel technology. As a result, regulatory agencies lack experience with it, which may lengthen
the regulatory review process, increase our development costs and delay or prevent commercialization of Theralink outside of the United
States. We are unable to predict when and whether any changes to regulatory policy affecting our business could occur, and such changes
could have a material adverse impact on our business. If regulatory authorities determine that we have not complied with regulations
in the research and development of our predictive biomarkers, they may not approve the technology candidate and we would not be able
to market and sell it. If we were unable to market and sell our technology candidate, our business and results of operations would be
materially and adversely affected.

 Our
prospective revenues will be diminished if payors do not adequately cover or reimburse our services.

 There
has been and will continue to be significant efforts by both federal and state agencies to reduce costs in government healthcare programs
and otherwise implement government control of healthcare costs. In addition, private payors continually seek ways to reduce and control
overall healthcare costs. An increasing emphasis on managed care in the United States will continue to put pressure on the pricing of
healthcare services. Uncertainty exists as to the coverage and reimbursement status of new applications and services. Third-party payors,
including governmental payors such as Medicare and private payors, are scrutinizing new medical products and services and may not cover
or may limit coverage and the level of reimbursement for our services. Third-party insurance coverage may not be available to patients
for any of our existing service candidates or for tests we discover and develop, and a substantial portion of the testing for which we
bill our hospital and laboratory clients may ultimately be paid by third-party payers. Likewise, any pricing pressure exerted by these
third-party payers on our clients may, in turn, be exerted by our clients on us. If the government and other third-party payers do not
provide adequate coverage and reimbursement for our tests, it could adversely affect our operating results, cash flow and our financial
condition.

 Regulatory
changes, such as proposed government regulation of Laboratory Developed Tests, could require us to conduct additional clinical trials
or result in delays, increased costs, or the failure to obtain necessary regulatory approvals, which could harm our business.

 We
intend to develop diagnostic tests for clients that cannot currently be provided using test kits approved or cleared by the FDA. The
FDA has been considering changes to the way that it regulates these LDTs. Currently, all LDTs are conducted and offered in accordance
with CLIA, and individual state licensing procedures. The FDA has published a draft guidance document that would require FDA clearance
or approval of a subset of LDTs, as well as a modified approach for some lower risk LDTs that may require FDA oversight short of the
full premarket approval or clearance process. Congress may enact legislation to provide a regulatory framework for the FDA's role
with regard to LDTs. As a result, there is a risk that the FDA's proposed regulatory process could delay the offering of certain
tests and result in additional validation costs and fees. This FDA approval or clearance process may be time-consuming and costly, with
no guarantee of ultimate approval or clearance.

 In
2014, FDA issued draft guidance announcing that it would end its historical policy of enforcement discretion regarding LDTs and outlining
the first of multiple frameworks that have been proposed for their regulation. FDA announced in 2016 that it no longer planned to finalize
its draft guidance and that it would continue to exercise enforcement discretion with respect to LDTs. On January 13, 2017, the FDA published
a non-binding "Discussion Paper" proposing a framework of LDT oversight largely consistent with the draft guidance, "to
spur further dialogue" and give "congressional authorizing committees the opportunity to develop a legislative solution."
Recent agency announcements made in the context of the COVID-19 public health emergency have produced a shifting policy landscape and
further uncertainty regarding FDA's role in regulating LDTs: in August 2020, HHS announced that FDA would not require premarket
review of LDTs absent notice-and-comment rulemaking, but in November 2021, HHS issued a statement withdrawing that prior announcement,
indicating a return to FDA's longstanding approach to the regulation and enforcement discretion toward LDTs.

 Congress
has also considered a number of legislative proposals in recent years that would amend the regulatory framework for LDTs, including,
among other requirements, FDA premarket review of certain LDTs. The most recent such proposal, the VALID Act, was introduced in both
the House and Senate on June 24, 2021. A competing legislative proposal, the Verified Innovative Testing in American Laboratories Act
of 2021 ("VITAL Act"), was introduced in the Senate on May 18, 2021. However, it remains uncertain whether Congress will
enact legislation regulating LDTs, and, if so, whether the legislation will be similar to the framework described in FDA's 2014
draft guidance or Discussion Paper, or either the VITAL or VALID Acts. It is possible that legislation and resulting FDA regulation may
result in increased regulatory burdens and costs for us to seek marketing authorization for and maintain ongoing compliance for our existing
tests, any modifications thereto, or any future tests we may develop. If the government begins to regulate our tests, it could require
a significant volume of applications, which would be burdensome. Furthermore, governmental bodies could take a long time to review such
applications and/or document responses if other laboratories were also required to file applications and/or document responses for each
of their LDTs.

 In
the event that the FDA begins to regulate our tests, it may require additional pre-market clinical testing prior to submitting a regulatory
notification or application for commercial sales. Such pre-market clinical testing could delay the commencement or completion of clinical
testing, significantly increase our test development costs, delay commercialization of any future tests, and interrupt sales of our current
tests. Additionally, the results of pre-clinical trials or previous clinical trials may not be predictive of future results, and clinical
trials may not satisfy the requirements of the FDA or other non-U.S. regulatory authorities. Many of the factors that may cause or lead
to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or
approval. The commencement of clinical trials may be delayed due to insufficient patient enrollment, which is a function of many factors,
including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites, and the eligibility
criteria for the clinical trial. Each of these outcomes would harm our ability to market our tests and/or to achieve sustained profitability.

 We
use hazardous materials in our business and must comply with environmental laws and regulations, which can be expensive.

 Our
operations produce hazardous waste products, including chemicals, radioactive and biological materials. We are subject to a variety of
federal, state and local laws and regulations relating to the use, handling, storage and disposal of these materials. Although we believe
that our safety procedures for handling and disposing of these materials complies with the standards prescribed by state and federal
laws and regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. We generally contract
with third parties for the disposal of such hazardous waste products. We are also subject to regulation by the Occupational Safety and
Health Administration ("OSHA"), the Environmental Protection Agency (the "EPA"). Additionally, we must comply
with the regulations under the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other regulatory statutes,
and may in the future be subject to other federal, state or local regulations. OSHA and/or the EPA may promulgate regulations that may
affect our research and development programs. We may be required to incur further costs to comply with current or future environmental
and safety laws and regulations. In addition, in the event of accidental contamination or injury from these materials, we could be held
liable for any damages that result, including remediation, and any such liability could exceed our resources.

 If
we are unable to safeguard against security breaches with respect to our information systems, our business may be adversely affected.

 In
the course of our business, we gather, transmit and retain confidential information through our information systems. Although we endeavor
to protect confidential information through the implementation of security technologies, processes and procedures, it is possible that
an individual or group could defeat security measures and access sensitive information about our business and employees. Any misappropriation,
loss or other unauthorized disclosure of confidential information gathered, stored or used by us could have a material impact on the
operation of our business, including damaging our reputation with our employees, third parties and investors. We could also incur significant
costs implementing additional security measures and organizational changes, implementing additional protective technologies, training
employees or engaging consultants. In addition, we could incur increased litigation as a result of any potential cyber-security breach.
We are not aware that we have experienced any material misappropriation, loss or other unauthorized disclosure of confidential or personally
identifiable information as a result of a cyber-security breach or other act, however, a cyber-security breach or other act and/or disruption
to our information technology systems could have a material adverse effect on our business, prospects, financial condition or results
of operations.

 We
are exposed to potential product liability claims, and insurance against these claims may not be adequate and may not be available to
us at a reasonable rate in the future.

 Our
business exposes us to potential liability risks inherent in the research, development, manufacturing and marketing of our technology.
We may be subject to liability for errors in the test results we provide to oncologists or for a misunderstanding of, or inappropriate
reliance upon, the information we provide. We have commercial product liability insurance coverage. However, this insurance coverage
may not be adequate to cover all claims against us. There is also a risk that adequate insurance coverage will not be available in the
future on commercially reasonable terms, if at all. The successful assertion of an uninsured product liability or other claim against
us could cause us to incur significant expenses to pay such a claim, could adversely affect our predictive biomarker development or technology
sales and could cause a decline in our revenues. Even a successfully defended product liability claim could cause us to incur significant
expenses to defend such a claim, could adversely affect our predictive biomarker development and could cause a decline in our revenues.
In addition, product liability claims could result in an FDA or equivalent non-United States regulatory authority investigation of the
safety or efficacy of our test, our manufacturing processes and facilities, or our marketing programs.

 Risks
in Protecting Our Intellectual Property

 We
have exposure to general uncertainty and complex legal matters regarding the patents we license.

 The
patent positions of companies such as ours are generally uncertain and involve complex legal and factual questions. No consistent policy
regarding the scope of claims allowable in patents in the field of method of use patents or reformulation patents has emerged in the
United States. The relevant patent laws and their interpretation outside of the United States are also uncertain. Changes in either the
patent laws or their interpretation in the United States and other countries may diminish our ability to protect our technology and to
enforce the patent rights that we license, and could affect the value of such intellectual property. In particular, our ability to stop
third parties from using, selling, offering to sell, or importing technology that infringe on our intellectual property will depend in
part on our success in obtaining and enforcing patent claims that cover our technology, inventions, and improvements. With respect to
both licensed and company-owned intellectual property, we cannot guarantee that patents will be granted with respect to any of our pending
patent applications or with respect to any patent applications we may file in the future, nor can we be sure that any patents that may
be granted to us in the future will be commercially useful in protecting our technology or the methods of use. Patent and other intellectual
property rights in the pharmaceutical and biotechnology space are evolving and involve many risks and uncertainties. For example, third
parties may have blocking patents that could be used to prevent us from commercializing our technology. The issued patents that we in-license
and those that may be issue in the future may be challenged, invalidated, or circumvented, which could limit our ability to stop competitors
from marketing related technology or could limit the term of patent protection that otherwise may exist for our technology. In addition,
the scope of the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors
with similar technology. Furthermore, our competitors may independently develop similar technologies that are outside the scope of the
rights granted under any issued patents that we own or exclusively in-license. For these reasons, we may face competition with respect
to our technology. Moreover, because of the extensive time required for development, testing, and regulatory review of a potential technology,
it is possible that, before any particular technology can be commercialized, any patent protection for such technology may expire or
remain in force for only a short period following commercialization, thereby reducing the commercial advantage the patent provides.

 If
we are unable to protect the proprietary rights we license or to defend against infringement claims, we may not be able to compete effectively
or operate profitably.

 We
develop predictive biomarkers that are the basis for or incorporated in our potential testing products. We protect our technology through
United States and foreign patent filings, trademarks and trade secrets that we license from others.

 The
fact that we may file a patent application or that a patent has been issued does not ensure that we will have meaningful protection from
competition with regard to the underlying technology. Patents, if issued, may be challenged, invalidated, declared unenforceable or circumvented
or may not cover all applications we may desire. Any pending or future patent applications may not result in issued patents. Patents
may not provide us with adequate proprietary protection or advantages against competitors with, or who could develop, similar or competing
technologies or who could design around our patents. Patent law relating to the scope of claims in the pharmaceutical field in which
we operate is continually evolving and can be the subject of some uncertainty. The laws providing patent protection may change in a way
that would limit our protection.

 We
also rely on trade secrets and know-how that we seek to protect, in part, through confidentiality agreements. Our policy is to require
our officers, employees, consultants, contractors, manufacturers, outside scientific collaborators, sponsored researchers and other advisors
to execute confidentiality agreements. These agreements provide that all confidential information developed or made known to an individual
during the course of their relationship with us be kept confidential and not disclosed to third parties except in specific limited circumstances.
We also require signed confidentiality agreements from companies that receive our confidential data. For employees, consultants and contractors,
we require confidentiality agreements providing that all inventions conceived while rendering services to us shall be assigned to us
as our exclusive property. It is possible, however, that these parties may breach those agreements, and we may not have adequate remedies
for such a breach. It is also possible that our trade secrets or know-how will otherwise become known to or be independently developed
by competitors.

 We
are also subject to the risk of claims, whether meritorious or not, that our technology infringes or misappropriates third-party intellectual
property rights. Defending against such claims can be quite expensive even if the claims lack merit. If we are found to have infringed
or misappropriated a third-party's intellectual property, we could be required to seek a license or discontinue using certain technologies
or delay commercialization of the affected technologies, and we could be required to pay substantial damages, which could materially
harm our business.

 We
may be subject to litigation with respect to the ownership and use of intellectual property that will be costly to defend. The outcome
of such a defense in uncertain.

 Our
business may bring us into conflict with our licensees, licensors or others with whom we have contractual or other business relationships,
or with our competitors or others whose interests differ from ours. If we are unable to resolve those conflicts on terms that are satisfactory
to all parties, we may become involved in litigation brought by or against us. That litigation is likely to be expensive and may require
a significant amount of management's time and attention, at the expense of other aspects of our business.

 Litigation
relating to the ownership and use of intellectual property is expensive, and our position as a relatively small company in an industry
dominated by very large companies may cause us to be at a disadvantage in defending our intellectual property rights and in defending
against claims that our technology infringes or misappropriate third-party intellectual property rights. Even if we are able to defend
our position, the cost of doing so may adversely affect our profitability. We may in the future be subject to patent litigation and may
not be able to protect our intellectual property at a reasonable cost if such litigation is initiated. The outcome of litigation is always
uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities or
otherwise affect our legal or contractual rights, which could have a significant adverse effect on our business.

 Obtaining
and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 Periodic
maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications may be due to be paid
to the United States Patent and Trademark Office ("USPTO"), GMU, the NIH, and various governmental patent agencies outside
of the United States in several stages over the lifetime of the patents and/or applications. The USPTO and various non-U.S. governmental
patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent
application process. We employ reputable law firms and other professionals to help us comply with these requirements. In many cases,
an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there
are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or
complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market creating
a material adverse effect on our business.

 We
may not be able to protect our intellectual property rights throughout the world.

 Filing,
prosecuting and defending patents on our technology in all countries throughout the world would be prohibitively expensive, and our intellectual
property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws
of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States.
Consequently, we may not be able to prevent third parties from using our inventions in all countries outside the United States, or from
selling or importing technologies using our inventions in and into the United States or other jurisdictions. Competitors may use our
technologies in jurisdictions where we have not obtained patent protection to develop their own technologies and may also export infringing
technologies to territories where we have patent protection, but enforcement is not as strong as that in the United States. These technologies
may compete with ours and our patents or other intellectual property rights.

 Risks
Relating to an Investment in Our Common Stock

 We
have issued, and may in the future issue, a significant amount of equity and convertible debt securities and, as a result, your ownership
interest in our Company has been, and may in the future be, substantially diluted and your investment in our common stock could suffer
a material decline in value.

 In
the Asset Sale Transaction, we issued a significant amount of equity securities, including Series D-1 and D-2 Preferred, which have subsequently
converted into approximately 5.1 billion shares of common stock during fiscal 2020. On November 29, 2022, the Company consummated a private
placement offering (the "Offering"). In the Offering, the Company issued (i) 10% Original Issue Discount Senior Secured Convertible
Debentures (the "Debentures") in an aggregate principal amount of $16.9 million and (ii) warrants (the "Warrants"
and together with the Debentures, the "Underlying Securities") to purchase up to approximately five billion shares of common
stock of the Company (the "Common Stock"), subject to adjustments provided in the Warrants and as described below.

 The
Debentures are convertible into shares of Common Stock at any time after the maturity date and prior to Mandatory Conversion (as defined
in the Debentures) at the conversion price equal to the lesser of: (i) $0.003 per share and (ii) 70% of the average of the VWAP (as defined
in the Debentures) (or 50% of the average of such VWAP if an event of default has occurred and has not been cured) of the Common Stock
during the ten Trading Day (as defined in the Debentures) period immediately prior to the applicable conversion date. Alternatively,
upon a Mandatory Conversion, the holders of the Debentures may elect to exchange their Debentures for newly issued convertible preferred
securities at a price per share equal to the Qualified Offering Price or the five-day VWAP of the Common Stock prior to the date that
is 181 days after the closing of the Qualified Offering.

 The
Warrants are exercisable for five years and six months from the earlier of the maturity date of the Debentures and the closing of the
Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of
the Warrant, the price per share at which the Qualified Offering is made ("Qualified Offering Price"), or (ii) in the event
that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of
the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the
ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement
covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise
may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month
without such effective registration statement. Therefore, the Warrants may be exercisable into more than the initial five billion shares
of common stock. The Debentures and Warrants also contain certain price protection provisions providing for adjustment of the amount
of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends.

 In
addition to the Debentures, we currently have 141.5033 Series C-1 Preferred shares outstanding, which are convertible into
approximately 21.2 million shares of common stock. In addition to the C-1 Preferred, we also have outstanding warrants
that are convertible into approximately $7.2 billion common shares subject to certain adjustments. We also have outstanding
approximately 1.7 billion stock options issued pursuant to our equity incentive plan. As a result of these past issuances and
potential future issuances, your ownership interest in the Company has been, and may in the future be, substantially diluted. In
addition, we will continue to issue shares of common stock equity linked securities to finance the business when
necessary.

 The
market price for our common stock has been volatile, and these issuances could cause the price of our common stock to continue to fluctuate
substantially. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps
substantially, and may further exacerbate any or all of the above risks.

volatility may affect our stock price, and the value of an investment in our common stock may be subject to sudden decreases.

 The
trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which our common stock trades
depends on a number of factors, including the following, many of which are beyond our control:

 the
 relative success of our commercialization efforts for Theralink;

 our
 historical and anticipated operating results, including fluctuations in our financial and operating results or failure to meet revenue
 projections;

 changes
 in government regulations affecting our technology, reimbursement or other aspects of our or our competitors' businesses;

 announcements
 of technological innovations or new commercial products by us or our competitors;

 developments
 concerning our key personnel;

 our
 ability to protect our intellectual property, including in the face of changing laws;

 announcements
 regarding significant collaborations or strategic alliances;

 publicity
 regarding actual or potential performance of our technology under development;

 market
 perception of the prospects for biotechnology companies as an industry sector; and

 general
 market and economic conditions.

periods of extreme stock market price volatility, share prices of many biotechnology companies have often fluctuated in a manner not
necessarily related to their individual operating performance. Furthermore, historically our common stock has experienced greater price
volatility than the stock market as a whole.

 We
do not intend to pay cash dividends on our common stock in the foreseeable future.

 We
have never declared or paid cash dividends on our common stock. We are not currently profitable. To the extent, we become profitable,
we intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying any
cash dividends in the foreseeable future. Accordingly, our stockholders will not realize a return on their investment unless and until
they sell shares if the trading price of our shares appreciates from the price at which the shareholder purchased them, of which there
is no guarantee.

 Trading
on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders
to resell their shares. The market for our common stock is limited and persons who purchase our common stock may not be able to resell
their shares at or above the purchase price paid by them.

 Our
common stock is quoted on the OTC Pink tier of the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized
by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects.
This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC
Markets are not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities
listed on a quotation system like the NASDAQ or a stock exchange like the New York Stock Exchange. The OTC Markets are not liquid markets.
There is currently only a limited public market for our common stock. We cannot assure you that an active public market for our common
stock will develop or be sustained in the future. If an active market for our common stock does not develop or is not sustained, the
price may decline. These factors may result in investors having difficulty reselling any shares of our common stock.

 We
are subject to the "penny stock" rules, which means brokers cannot generally solicit the purchase of our common stock, which
adversely affects its liquidity and market price.

 The
SEC has adopted regulations, which generally define "penny stock" to be an equity security that has a market price of less
than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTC has been substantially less than
$5.00 per share and therefore we are currently considered a "penny stock" according to SEC rules. This designation requires
any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from
the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers
to solicit purchases of our common stock and therefore reduce the liquidity in the public markets for our shares.

 In
addition to the "penny stock" rules, FINRA has adopted FINRA Rule 2111, which requires a broker-dealer to have reasonable
grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative
low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the
customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit
your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 Risks
Relating to the Merger

 Because
the market price of IMAC common stock will fluctuate prior to the consummation of the Merger, Theralink stockholders cannot be sure of
the market value of IMAC common stock that they will receive in the Merger.

 At
the effective time of the Merger (the " Effective Time "), each share of common stock (" Theralink Common Stock ")
and each share of preferred stock of Theralink (together with the Theralink Common Stock, " Theralink Shares ") issued
and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive
a portion of a share of common stock of IMAC, par value $0.001 (the " IMAC Shares ") such that the total number of IMAC
Shares issued to the holders of Theralink Shares shall equal 85% of the total number of IMAC Shares outstanding as of the Effective Time
(the " Merger Consideration "). The Exchange Ratio is fixed (subject to adjustments in accordance with the terms of
the Merger Agreement), which means that it will not change between now and the closing date, regardless of whether the market price of
either IMAC common stock or Theralink common stock changes. Therefore, the value of the Merger Consideration will depend on the market
price of IMAC common stock at the Effective Time. The respective market prices of both IMAC common stock and Theralink common stock
have fluctuated since the date of the announcement of the parties' entry into the Merger Agreement and will continue to fluctuate.
The market price of IMAC common stock, when received by Theralink equity holders after the Merger is completed, could be greater than,
less than or the same as the market price of IMAC common stock on the date of this annual report.

 The
Merger is subject to various closing conditions, and any delay in completing the Merger may reduce or eliminate the benefits expected
and delay the payment of the Merger Consideration to Theralink equity holders.

 The
Merger is subject to the satisfaction of a number of conditions beyond the parties' control that may prevent, delay or otherwise
materially adversely affect the completion of the Merger. These conditions include, among other things, IMAC shareholder approval of
the issuance of IMAC Common Stock in connection with the Merger. IMAC and Theralink cannot predict with certainty whether or when any
of these conditions will be satisfied. Any delay in completing the Merger could cause the combined company not to realize, or delay the
realization, of some or all of the benefits that the companies expect to achieve from the Merger. In such context, when or if Theralink's
equity holders will receive the Merger Consideration is also uncertain.

 The
Merger Agreement limits our ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable
alternative transaction proposal.

 The
Merger Agreement contains certain provisions that restrict our ability to directly or indirectly solicit competing acquisition proposals
or to enter into discussions concerning, or provide confidential information in connection with, any proposal or offer that constitutes,
or would reasonably be expected to lead to, an acquisition proposal, and we have agreed to certain terms and conditions relating to our
ability to engage in, continue or otherwise participate in any discussions with respect to, provide a third party confidential information
with respect to or enter into any acquisition agreement with respect to certain unsolicited proposals that constitute or are reasonably
likely to lead to a competing proposal. These provisions could discourage a potential third-party acquirer that might have an interest
in us from considering or pursuing an alternative transaction with us or proposing such a transaction, even if it were prepared to pay
consideration with a higher per share value than the total value proposed to be paid or received in the merger.

 The
market price for IMAC common stock following the closing may be affected by factors different from those that historically have affected
or currently affect IMAC common stock and Theralink common stock.

 Upon
completion of the Merger, Theralink equity holders who receive IMAC common stock will become shareholders of IMAC. IMAC's financial
position may differ from its financial position before the completion of the Merger, and the results of operations of the combined company
may be affected by some factors that are different from those currently affecting the results of operations of IMAC and those currently
affecting the results of operations of Theralink. Accordingly, the market price and performance of IMAC common stock is likely to be
different from the performance of Theralink common stock or IMAC common stock in the absence of the Merger.

 We
are expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by us.

 We
have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger,
related transactions, combining the operations of the two companies and achieving desired synergies. These costs have been, and will
continue to be, substantial and, in many cases, will be borne by us whether or not the Merger is completed. A substantial majority of
non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting, and other
advisors, employee retention and benefit costs, and filing fees. We will continue to assess the magnitude of these costs, and additional
unanticipated costs may be incurred in connection with the Merger and the integration of the two companies' businesses. While we
have assumed that a certain level of expense would be incurred, there are many factors beyond our control that could affect the total
amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related
to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all.

 The
failure to successfully combine the businesses of IMAC and Theralink in the expected time frame may adversely affect IMAC's future
results, which may adversely affect the value of the IMAC common stock that Theralink equity holders would receive in the Merger.

 The
success of the Merger will depend, in part, on the ability of IMAC to realize the anticipated benefits from combining the businesses
of IMAC and Theralink. To realize these anticipated benefits, IMAC's and Theralink's businesses must be successfully combined.
If the combined company is not able to achieve these objectives, the anticipated benefits of the Merger may not be realized fully or
at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses,
which could reduce the anticipated benefits of the merger.

 IMAC
and Theralink, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate
independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each
company's ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences
could adversely affect the combined company's ability to maintain relationships with customers and employees after the Merger or
to achieve the anticipated benefits of the Merger. Integration efforts between the two companies will also divert management attention
and resources.

 The
Merger Agreement subjects us to restrictions on our business activities prior to the closing.

 The
Merger Agreement subjects us to restrictions on our business activities prior to the closing. The Merger Agreement obligates Theralink
to generally conduct our businesses in the ordinary course until the closing and to use our commercially reasonable efforts to preserve
substantially intact our present business organization, goodwill and assets. These restrictions could prevent Theralink from pursuing
certain business opportunities that arise prior to the closing and are outside the ordinary course of business.

 Uncertainties
associated with the Merger may cause a loss of management personnel and other key employees of IMAC and Theralink, which could adversely
affect the future business and operations of the combined company following the merger.

 IMAC
and Theralink are dependent on the experience and industry knowledge of their respective officers and other key employees to execute
their business plans. The combined company's success after the Merger will depend in part upon its ability to retain key management
personnel and other key employees of both IMAC and Theralink. Current and prospective employees of IMAC and Theralink may experience
uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion
of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability
of IMAC and Theralink to retain or attract key management and other key personnel. If IMAC and Theralink are unable to retain personnel,
including key management, who are critical to the future operations of the companies, IMAC and Theralink could face disruptions in their
operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training
costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

 The
Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms, and failure to complete the merger
could negatively impact Theralink's common stock price and have other adverse effects.

 IMAC
or Theralink may elect to terminate the Merger Agreement in accordance with its terms in certain circumstances. If the Merger is not
completed for any reason, including if the IMAC shareholders fail to approve the applicable proposals, the ongoing business of Theralink
may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to
a number of risks, including the following:

 may experience negative reactions from the financial markets, including negative impacts on our unit price;

 may experience negative reactions from our customers, suppliers, vendors, landlords, joint venture co-members and other business
 relationships;

 We
 will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and
 printing fees;

 We
 may be required to pay a termination fee as required by the Merger Agreement;

 The
 Merger Agreement places certain restrictions on the conduct of the business pursuant to the terms of the Merger Agreement, which
 may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, may have been pursued;

 Matters
 relating to the Merger (including integration planning) require substantial commitments of time and resources by our management,
 which may have resulted in the distraction of our management from ongoing business operations and pursuing other opportunities that
 could have been beneficial to us; and

 Litigation
 related to any failure to complete the Merger or related to any enforcement proceeding commenced against Theralink to perform our
 obligations pursuant to the Merger Agreement.

 Our
directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Theralink
equity holders generally.

 In
considering the recommendation of our board that Theralink equity holders vote in favor of the Merger Proposal, Theralink equity holders
should be aware of and consider the fact that, aside from their interests as Theralink equity holders, certain Theralink directors and
executive officers have interests in the Merger that may be different from, or in addition to, the interests of Theralink equity holders
generally. These interests include, among others, rights to continuing indemnification and directors' and officers' liability
insurance. Our board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger
Agreement and the transactions contemplated therein, in approving the merger and in recommending that Theralink equity holders approve
the Merger Proposal.

 Litigation
relating to the Merger could result in an injunction preventing completion of the Merger, substantial costs to IMAC and Theralink and
may adversely affect the combined company's business, financial condition or results of operations following the merger.

class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or
other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial
costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact
on IMAC's and Theralink's respective liquidity and financial condition.

 Lawsuits
that may be brought against IMAC, Theralink and their respective directors and could seek, among other things, injunctive relief or other
equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties
from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any court or other tribunal
of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case
that prohibits or makes illegal the closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting
completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all.

equity holders will not be entitled to appraisal rights in the Merger.

 Under
the Nevada Revised Statutes, our equity holders do not have appraisal rights in connection with the Merger.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Not
applicable.

 ITEM
2. PROPERTIES

 Our
principal executive office at 15000 W. 6 th Avenue, Suite 400, Golden, CO 80401 is leased from a third party. In December 2019,
we entered into a lease agreement for our corporate and laboratory facility in Golden, Colorado. The lease is for a period of 61 months,
with continuing rental options, commencing in February 2020 and expiring in February 2025. Pursuant to the lease agreement, the lease
requires the Company to pay a monthly base rent of; (i) $4,878 in the first year; (ii) $5,026 in the second year; (iii) $5,179 in the
third year; (iv) $5,335 in the fourth year and; (v) $5,495 in the fifth year, plus a pro rata share of operating expenses beginning February
2020.

 On
June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (the "Lease Amendment"), effective October
3, 2021, for its laboratory facility in Golden, CO. The Lease Amendment provided for: (i) an extension to the term of the
original lease to five years following the completion of the Company's improvements to the Expansion Premises (defined below);
(ii) an expansion of the premises to include the premises located at Unit 404, Building F, 15000 West 6th Avenue, Golden, Colorado 80401,
consisting of approximately 4,734 rentable square feet (the "Expansion Premises"); (iii) an annual base rent modification;
(iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal options, each
for five-year terms, for a total of ten years.

to the Lease Amendment, the Company agreed to total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893
for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394
for year eight; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve;
(13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen.

 We
believe our facilities are adequate for our current and future needs.

 ITEM
3. LEGAL PROCEEDINGS

 On
December 10, 2021, YPH LLC filed a complaint against the Company in the District Court for the Southern District of New York alleging
that Theralink breached its Certificate of Designation for Series C-1 Convertible Preferred Stock by failing to honor a conversion notice
submitted to it by YPH. In September 2023, the Company settled the complaint and in consideration of the mutual releases and other terms
set forth in the Settlement Agreement, Theralink will pay to YPH the total sum of US $87,000 in four installments commencing on September
30, 2023, and ending on December 31, 2023, in settlement of all claims that were asserted or that could have been asserted in the Action.

 On
August 16, 2022, Erika Singleton filed a complaint against the Company in the Eighth Judicial District Court, Clark County, Nevada, Case
No. A-22-857038-C. Plaintiff alleges that the Company did not provide her with physical stock certificates for 200,000 shares of common
stock Plaintiff purchased for $2,000 in 2017. Based on these and other allegations, Plaintiff asserts claims against the Company for
breach of contract, violation of Florida securities law, fraud, and unjust enrichment. The Company filed a motion to dismiss the fraud
claim, which the Court granted on April 20, 2023. On December 4, 2023, the court granted the plaintiff a motion of leave to amend the
complaint. The Company plans to file a motion to dismiss the amended claims.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information and Holders of Common Stock

 Our
common stock is quoted on the OTC Pink, operated by the OTC Markets Group. Our symbol is "THER."

 As
of December 17, 2023, there were approximately 237 record holders of our common stock. The number of record holders does not include
beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries and holders of
unissued shares common stock.

 Dividends

 Preferred
Stock

E Preferred Stock Dividends

 For
the year ended September 30, 2023, and 2022, the Series E Preferred stockholders earned dividends in the amount of $26,301 and $160,000.
respectively. As of September 30, 2022, we had $40,329 of Series E Preferred stock dividend payable classified as accrued liabilities
on the accompanying balance sheet. On November 29, 2022, all Series E Preferred stock including accrued dividends, was exchanged for
Debentures.

F Preferred Stock Dividends

 For
the years ended September 30, 2023, and 2022, the Series F Preferred stockholders earned dividends in the amount of $13,151 and $80,000.
respectively. As of September 30, 2022, we had $20,164 of Series F Preferred stock dividend payable classified as accrued liabilities
on the accompanying balance sheet. On November 29, 2022, all Series F Preferred stock including accrued dividends, was exchanged for
Debentures.

Stock

 To
date, we have not paid any cash dividends or stock dividends on our common stock. We currently anticipate that we will not pay any cash
dividends on our common stock in the foreseeable future. Furthermore, the terms of the financing arrangements that we have entered into
any financing arrangements that we may enter into in the future, may restrict our ability to pay any dividends on our common stock.

 Recent
Sales of Unregistered Securities

 None

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview

 The
Company is a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden, Colorado. Theralink's
unique and patented Reverse Phase Protein Array (RPPA) technology platform can quantify protein signaling to support oncology clinical
treatment decisions and biopharmaceutical drug development. Since protein signaling is responsible for the development and progression
of cancer, nearly all FDA-approved cancer therapeutics target proteins, not genes. The Theralink RPPA technology can reveal the
protein drug target(s) that are essentially turned "on" in a patient's cancer and may suggest the most effective treatment
plan to turn those proteins "off". Therefore, the Theralink RPPA technology is a critical tool that may empower oncologists
with actionable information to effectively treat a cancer patient, which is often missed by standard proteomic and genomic testing.

 Our
commercially available Lab Developed Test (LDT), the Theralink Assay for Breast Cancer, is currently being utilized by oncologists
across the United States to assist in making the most targeted treatment plan for their patients with advanced breast cancer. In 2023,
Theralink began receiving reimbursement for this test by Medicare and certain third-party payors. The Theralink test determines
which drug target(s) are present and/or activated and may reveal to the oncologist which patients are predicted to be responders versus
non-responders to a particular therapeutic. The test may provide therapeutic recommendations to support oncologist treatment selection
of the best therapy option – which may improve patient response and consequently save the healthcare system substantial dollars.

 The
currently available Theralink Assay for Breast Cancer will be followed by the Theralink Pan-Tumor Assay 1.0, expected to
launch in 2024 to include ovarian, endometrial, and head & neck cancers. The test is also expected to expand further in 2024 to
the Theralink Pan-Tumor Assay 2.0 to support the treatment of colorectal, prostate, pancreatic, lung, and other solid tumor
cancer indications.

 On
May 23, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with IMAC Holdings, Inc. ("IMAC")
and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC ("Merger Sub"). Upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the "Merger"), with Theralink
continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company's Board of Directors unanimously
approved the Merger Agreement. Under the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock
and each share of our preferred stock issued and outstanding as of immediately prior to completion of the Merger will be converted into
and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the " IMAC
Shares ") such that the total number of IMAC Shares issued to the holders of our common and preferred stock shall equal 85%
of the total number of IMAC Shares outstanding as of the completion of the Merger. The completion of the Merger is subject to the satisfaction
of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of
voting stock of Theralink, and (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the votes
cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement.
The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of
each of IMAC's and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The
Company is currently expecting to the completion of the merger in early 2024.

 Appointment
of New Directors and Officers

 On
May 5, 2023, we appointed Mr. Andrew Kucharchuk to serve as the Company's Chief Financial Officer. Mr. Kucharchuk has
served as a Company Director since June 2020.

 On
June 28, 2023, we appointed Faith Zaslavsky, as Chief Executive Officer of the Company. Ms. Zaslavsky had served as our President and
Chief Operating Officer since December 5, 2022.

 On
July 14, 2023, Dr. Michael Ruxin assumed the role of the Company's Chief Scientific Officer as a consultant. Prior to his role
as Chief Scientific Officer, he served as the Chief Executive Officer, and President. He has been a director of the Company since
June 2020.

 Results
of Operations

 Comparison
for the Years Ended September 30, 2023 and 2022

 Revenue

 the years ended September 30, 2023, and 2022, revenues were $606,796 and $567,905, respectively,
 an increase of $38,891, or 7%. The increase was primarily due to an increase in patient direct
 services offset by a decrease in services performed under research and development contracts.
 During the years ended September 30, 2023 and 2022, revenues by category were as follows:

 Year Ended

 Year Ended

 30, 2023

 30, 2022

 Biopharma services

 $
 465,430

 $
 547,060

 Patient testing service

 141,366

 20,845

 Total
 revenues

 $
 606,796

 $
 567,905

 Costs
of Revenues

 the years ended September 30, 2023, and 2022, we incurred cost of revenue of $126,237 and $224,886, respectively, a decrease of $98,649,
 or 44%. The decrease in cost of revenues was due to a decrease in biopharma services activities. In addition, in the fiscal 2022
 period, the Company was required to purchase expensive third-party samples for certain pharmaceutical contracts. This increased costs
 significantly and decreased the gross profit for the fiscal 2022 period.

 Gross
Margin

 For the years ended September 30, 2023 and 2022, gross profit was $480,559
and $343,019, respectively, an increase of $137,540, or 40%, which represents a gross margin of 79% in 2023 versus 60% in 2022. The increase
was primarily attributable to the decrease in costs of revenue discussed above.

Expenses

 For
the years ended September 30, 2023 and 2022, operating expenses consisted of the following:

 For
 the Years Ended
 30,

 2023

 2022

 Professional fees

 $
 1,995,406

 $
 2,311,098

 Compensation expense

 5,426,955

 7,373,037

 Licensing fees

 75,807

 138,440

 General and administrative expenses

 1,723,087

 2,160,450

 Impairment loss

 238,671

 -

 Total

 $
 9,459,926

 $
 11,983,025

 Professional
fees:

 For
 the year ended September 30, 2023, professional fees decreased by $315,962, or 14%, as compared to the year ended September 30, 2022.
 The decrease was primarily due to a decrease in stock-based consulting fees of $1,097,395 related to accretion of stock option expense
 for consultants offset by an increase of $781,703, related to increases in legal, accounting and other professional fees related
 to the Company's fund-raising activities and the contemplated merger transaction.

 Compensation
expense:

 For
 the year ended September 30, 2023, compensation expense decreased by $1,946,082, or 26%, as compared to the year ended September 30,
 2022. The decrease was primarily due to a decrease in stock-based compensation of $3,667,538 related to accretion of stock option
 expense from the issuance of stock options to employees in August 2022, offset by an increase in employee compensation related expenses
 including $900,000 of severance incurred during the year for the termination of the Company's CEO, employee bonus payments
 and other increases due to employee hiring during the period.

.

 Licensing
fees:

 For
 the year ended September 30, 2023, licensing fees decreased by $62,633 or 45%, as compared to the year ended September 30, 2022.
 Licensing fees include fees incurred for licensed software, patent licensing fees and other fees related to state licenses. During
 2022, the company obtained licenses from numerous states to conduct business as a certified lab.

 General
and administrative expenses:

 For
 the year ended September 30, 2023, general and administrative expenses decreased by $437,363, or 20%, as compared to the year ended
 September 30, 2022. The decrease was primarily due to a decrease in laboratory supplies expense of approximately $175,082
 due to a decrease in breast cancer research and development, a decrease in sample analysis services expense of approximately $277,701
 due to the termination of our relationship with our service provider and bringing this function in-house, a decrease in samples expense
 of $25,000 for research and development, and a decrease in business development fees of $48,246. These decreases were offset by changes
 in other G&A expenses including an increase in royalty fees of $153,277.

 Loss
from Operations

 For
the year ended September 30, 2023, loss from operations was $8,979,367 as compared to $11,640,006 for the year ended September 30, 2022,
a decrease of $2,660,639 or 23%. The decrease was primarily a result of a decrease in operating expenses as discussed above.

 Other
(Expenses), net

 For
the years ended September 30, 2023 and 2022, total other expenses, net was $(21,928,138) and $(1,101,956), respectively, an increase
of $20,826,182. The change was primarily due to an increase in interest expense of $15,811,931, increase in the amortization of debt
discounts of $14,544,202 from additional debt incurred or exchanged in 2023, a loss on debt extinguishment of $5,434,447 as compared
to no loss on debt extinguishment is 2022, an increase of $615,796 in derivative liability income as compared to no derivative
income or expense in 2022, offset by change in other expenses, including $200,000 in settlement expense, and an unrealized loss on
marketable securities for the period.

 Preferred
Stock Dividends

 For
the years ended September 30, 2023 and 2022, we recorded dividends for the Series E Preferred stock and Series F Preferred stock of
$26,301 and $160,000, respectively. On November 29, 2022, all Series E Preferred stock including accrued dividends, was exchanged for
Debentures.

 For
the years ended September 30, 2023 and 2022, we recorded dividends for the Series F Preferred stock and Series F Preferred stock of
$13,151 and $80,000, respectively. On November 29, 2022, all Series F Preferred stock, including accrued dividends, was exchanged for
Debentures.

 Net
Loss Attributed to Common Stockholders

 For
the year ended September 30, 2023, net loss attributable to common stockholders was $30,946,957 as compared to $12,981,962 for the
year ended September 30, 2022, an increase of $17,964,995 or 138%. The increase was primarily attributable to an
increase in other expenses, net offset by a decrease in loss from operations as discussed above. Net loss
per share for the year ended September 30, 2023 was $(0.01), as compared to $(0.00) for the same period of 2022.

 Liquidity
and Capital Resources

 Liquidity
is the ability of an enterprise to generate adequate amounts of cash to pay its short-term obligations or liabilities. We will need to
raise additional operating capital in 2024 and in future periods in order to maintain our operations, continue our efforts to restructure
the Company and pursue our business plan. Without additional sources of cash we will not have the cash resources to continue as a going
concern.

 We
had a working capital deficit of $38,572,166 and $2,808,736 as of September 30, 2023, and September 30, 2022, respectively. Cash on hand
as of September 30, 2023, totaled $997,484.

 30,
 2023

 30,
 2022

 Net
 Change

 Percentage
 Change

 Working capital (deficit):

 Total current assets

 $
 1,262,688

 $
 646,984

 $
 615,704

 %

 Total current liabilities

 (39,834,854
)

 (3,455,720
)

 (36,379,134
)

 1,053
 %

 Working capital (deficit):

 $
 (38,572,166
)

 $
 (2,808,736
)

 $
 (35,763,430
)

 1,273
 %

 The
decrease in working capital was primarily attributable to the increases in our current liabilities related to promissory and
convertible notes payable, an increase in our derivative liabilities, and other working capital changes including an increase in
accounts payable and accrued expenses offset by an increase in our current assets.

 Cash
Flows

 The
following table sets forth a summary of changes in cash flows for the years ended September 30, 2023, and 2022:

 Years
 Ended
 30,

 2023

 2022

 Cash used in operating activities

 $
 (5,774,855
)

 $
 (5,389,695
)

 Cash used in investing activities

 (163,380
)

 (131,611
)

 Cash provided by
 financing activities

 6,542,259

 5,600,615

 Net change in cash

 $
 604,204

 $
 79,309

 Net
Cash Used in Operating Activities:

 Net
cash used in operating activities was $5,774,855 and $5,389,695 for the years ended September 30, 2023 and September 30, 2022, respectively.

 Net cash used in operating activities for the year ended September
30, 2023 primarily reflected our net loss of $30,907,505 adjusted for changes in non-cash expenses of $22,048,498, including $15,284,413
related to the amortization of debt discounts, $5,434,447 related to a loss on debt extinguishment, and other non-cash changes including
derivative income of $615,796, and changes in our operating assets and liabilities of $3,084,152 including an increase in our accounts
payable and accrued liabilities of $3,126,857 and increases or decreases in our prepaid expenses and other current assets, accounts receivable
and contract liabilities.

 Net
 cash used in operating activities for the year ended September 30, 2022 primarily reflected our net loss of $12,741,962 adjusted
 for the add-back of non-cash items such as depreciation expense of $190,780, non-cash lease cost of $28,451, accretion of stock options
 expense of $6,015,622, amortization of debt discount of $738,521, gain on operating lease modification of $8,229, unrealized loss
 on marketable securities of $7,300, and bad debt expense of $39,426, and changes in operating assets and liabilities consisting primarily
 of an increase in accounts receivable of $35,957, an increase in prepaid expenses and other current assets of $8,559, and a decrease
 in accounts payable of $191,125, offset by a decrease in laboratory supplies of $71,062, an increase in accrued liabilities and other
 liabilities of $483,575 and an increase in contract liabilities of $21,400.

 Net
Cash Used in Investing Activities

 Net cash used in investing activities was for the purchase of property
and equipment totaling $163,380 and $131,611 for the years ended September 30, 2023 and 2022, respectively.

 Cash
Provided by Financing Activities:

 Net cash provided by financing activities was $6,542,259 and $5,600,615
for the years ended September 30, 2023 and 2022, respectively.

 Net cash provided by financing activities for the year ended September
30, 2023 included $5,938,073 of net proceeds from the issuance of convertible debt and $1,027,181 of net proceeds from the issuance of
promissory notes payable, offset by repayment of $369,000 in promissory and convertible notes, and the repayment of financed leases of
$53,995.

 Net cash provided by financing activities for the year ended September
30, 2022 included $5,625.000 of net proceeds from the issuance of convertible debt and $400,000 of net proceeds from related party notes
payable, offset by the repayment of $150,000 of a related party convertible note, repayment of $47,730 of financed leases, payments of
$199,385 in preferred stock dividends, and payments of deferred offering costs of $27,270.

 Cash
Requirements

 Our
management does not believe that our current capital resources will be adequate to continue operating our Company and maintaining our
business strategy for more than 12 months from the date of this report. Accordingly, we will have to raise additional capital in the
near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing
on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

 Going
Concern

 These financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected
in the accompanying financial statements, the Company had net loss and net cash used in operations of $30,907,505 and $5,774,855 and,
respectively, for the year ended September 30, 2023. Additionally, the Company had an accumulated deficit, stockholders' deficit
and working capital deficit of $93,754,774, $38,115,561, and $38,572,166 on September 30, 2023. Management believes that these matters
raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date of this
report.

 The
Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional
debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business
strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional
debt and equity financing to fund its operations in the future.

 Although
the Company has historically raised capital from sales of equity and from the issuance of promissory notes, convertible notes and convertible
debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or
secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial
statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Future
Financings

the year ended September 30, 2023, we raised approximately $6.5 million from net cash provided by our financing activities including
the issuance of convertible notes and other promissory notes. As of September 30, 2023, we had approximately $1.0 million of cash on
hand. As of September 30, 2023, we had approximately $20.1 million in outstanding indebtedness, net of discounts including promissory
notes and convertible notes of approximately $18.6 million and $1.5 million of accrued interest on these notes. All of the notes are
classified as current liabilities on the Company's balance sheet. For additional detail on our outstanding indebtedness, see Note
6 to our financial statements included herein for the year ended September 30, 2023.

 We
will need to raise substantial additional capital in 2024 in order to satisfy our outstanding indebtedness, maintain our operations and
continue our efforts to restructure the Company. If we are unable to do so we may be forced to cease operations or pursue bankruptcy
protection. In order to induce our current lenders to agree to a restructuring, we may be required to issue additional debt or equity
securities or submit the Company to restrictive covenants and other terms with the potential to hinder or prevent our planned operations
and growth. See "Item 1A. – Risk Factors" of this Annual report on Form 10-K.

 There
can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced
to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

 Critical
Accounting Policies

 In
preparing the financial statements, we make estimates and assumptions that have an impact on the assets, liabilities, revenue, and expenses
reported. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk,
and financial condition. We believe, given current facts and circumstances, that our estimates and assumptions are reasonable, adhere
to GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ
from the estimates, and estimates may vary as new facts and circumstances arise. Our significant accounting policies are more fully described
in the notes to our financial statements included herein for the period ended September 30, 2023.

 Recent
Accounting Pronouncements

 Any
new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for
the year ended September 30, 2023.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to our stockholders.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See
Index to Financial Statements and Financial Statement Schedules from page F-1 of this annual report on Form 10-K, which are incorporated

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not applicable.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 We
maintain "disclosure controls and procedures," as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow
timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal
financial officer, evaluated our Company's disclosure controls and procedures as of the end of the period covered by this Annual
Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September
30, 2023, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was
due to material weaknesses, which we identified in our report on internal control over financial reporting.

 Internal
Control Over Financial Reporting

 Management's
Annual report on Internal Control Over Financial Reporting

 Our
management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation
of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial
reporting as of September 30, 2023. Our management's evaluation of our internal control over financial reporting was based on the
framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management concluded that as of September 30, 2023, our internal control over financial reporting was not
effective.

 The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in
our internal controls over financial reporting:

 1.

 The
 lack of multiple levels of management review on complex accounting and financial reporting issues, and business transactions,

 2.

 a
 lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting
 function as a result of our limited financial resources to support the hiring of personnel and implementation of accounting systems
 and,

 3.

 the
 lack of a separate Audit Committee of the Board of Directors.

 A
material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.

 Management's
Remediation Plan

 Management
plans to implement measures designed to ensure that control deficiencies contributing to the material weakness outlined above are remediated
at such time as sufficient funds are available to do so. The remediation actions planned include:

 appoint
 additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and

 adopt
 sufficient written policies and procedures for accounting and financial reporting, and

 establishing
 a separate Audit Committee of the Board of Directors.

 The
remediation efforts set out in (i) are largely dependent upon our company securing additional financing to cover the costs of implementing
the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple errors or mistakes.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant
to SEC rules that permit us to provide only management's report on internal control over financial reporting in this Annual Report
on Form 10-K. However, management believes that despite our material weaknesses set forth above, our financial statements for
the year ended September 30, 2023, are fairly stated, in all material respects, in accordance with US GAAP.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes 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 year ended September 30, 2023, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 Not applicable.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 PART
III

 The information required
by this Item 10 will be included under the captions "Directors and Executive Officers", "Information as to Nominees
and Other Directors", "Information Regarding Meetings and Committees of the Board", "Compliance with Section 16(a)
of the Exchange Act", "Code of Ethics", "Corporate Governance" and as otherwise set forth in the Company's
Definitive Proxy Statement and is incorporated herein by reference or, alternatively will be included, by amendment to this Form 10-K
under cover of Form 10-K/A no later than 120-days after the end of our fiscal year covered by this report.

 Item
11. Executive Compensation

 The
information required by this Item 11 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
information required by this Item 12 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated

 Item
13. Certain Relationships and Related Transactions and Director Independence

 The
information required by this Item 13 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated

 Item
14. Principal Accounting Fees and Services

 The
information required by this Item 14 will be included in the Definitive Proxy Statement referenced above in Item 10 and is incorporated

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 1.

 Financial
 Statements

 The
 financial statements and Report of Independent Registered Public Accounting Firm are listed in the "Index to Financial Statements
 and Schedules" on page F-1 and included from F-2 onwards.

 2.

 Financial
 Statement Schedules

 All
 schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the "Commission")
 are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures
 are contained in the financial statements included herein.

 3.

 Exhibits
 (including those incorporated by reference).

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 Number

 Exhibit
 Description

 Form

 Exhibit

 Filing
 Date

 Herewith

 2.1

 Agreement and Plan of Merger, dated as of May 23, 2023, by and among IMAC Holdings, Inc., IMAC Merger Sub, LLC and Theralink Technologies, Inc.

 2.1

 05/26/2023

 3.1

 Amended and Restated Articles of Incorporation, as amended

 3.1

 01/13/2022

 3.2

 Amended and Restated Bylaws

 3.1

 11/01/2013

 4.1

 Description of Common Stock

 X

 4.2

 Form of Warrant

 4.1

 06/11/2020

 4.3

 Exchange Warrant, dated June 5, 2020

 4.2

 06/11/2020

 4.4

 Common Stock Purchase Warrant, issued May 12, 2021

 4.2

 05/19/2021

 4.5

 Common Stock Purchase Warrant, dated July 30, 2021

 4.1

 08/06/2021

 4.6

 Form of Common Stock Purchase Warrant

 4.2

 11/05/2021

 4.7

 Form of Common Stock Purchase Warrant for April 2022

 4.2

 05/23/2022

 4.8

 Form of 10% Original Issue Discount Senior Secured Convertible Debentures

 4.1

 4.9

 Form of Common Stock Purchase Warrant

 4.2

 4.10

 Form of 10% Original Issue Discount Senior Secured Convertible Debentures (Exchanged Debentures)

 4.3

 4.11

 Secured Convertible Promissory Note dated August 16, 2023

 4.1

 08/21/2023

 10.1

 Employment Agreement, dated June 5, 2020 by and between Jeffrey Busch and OncBioMune Pharmaceuticals, Inc.*

 10.14

 09/27/2021

 10.2

 Placement Agency Agreement by and between the Company and Joseph Gunnar & Co.

 10.1

 10.3

 Form of Securities Purchase Agreement

 10.2

 10.4

 Offer Letter between the Company and Faith Zaslavsky, dated December 5, 2022

 10.1

 12/09/2022

 10.5

 Amended and Restated Security Agreement

 10.1

 08/21/2023

 21.1

 List of Subsidiaries

 X

 31.1

 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

 X

 31.2

 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

 X

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 *
Management contract or compensatory plan or arrangement

 ITEM
16. FORM 10-K SUMMARY

 Not
Applicable.

TECHNOLOGIES, INC. AND SUBSIDIARIES

TO FINANCIAL STATEMENTS

 SEPTEMBER
30, 2023 and 2022

 CONTENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID No, 106)

 Balance Sheets as of September 30, 2023 and 2022

 Statements of Operations for the Years Ended September 30, 2023 and 2022

 Statements of Changes in Stockholders' Deficit for the Years Ended September 30, 2023 and 2022

 Statements of Cash Flows for the Years Ended September 30, 2023 and 2022

 Notes
 to Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and the Board of Directors of:

Technologies, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Theralink Technologies, Inc. (the "Company") as of September 30, 2023 and
2022, the related statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period
ended September 30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and
2022, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has a net loss of approximately $30.9 million and net cash used in operating activities of
approximately $5.8 million, for the fiscal year ended September 30, 2023. Additionally, the Company had an accumulated deficit, stockholders'
deficit and working capital of approximately $93.8 million, $38.1 million and $38.6 million, respectively, at September 30, 2023. These
matters raise substantial doubt about the Company's ability to continue as a going concern. Management's Plan regarding these
matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Derivative
Liabilities

 As
described in Footnote 2 "Fair Value of Financial Instruments and Fair Value Measurements and "Derivative Liabilities"
and in Footnote 6 "Debt" under the subheading "Derivative Liabilities Pursuant to Related Party Debentures and New
debentures and Related Warrants" to the financial statements, the Company recorded derivative activity during fiscal 2023 that
resulted primarily in a net aggregate derivative income of $615,796 and derivative liabilities of $16,426,304 at September 30, 2023.

 We
identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the
accounting treatment and presentation for derivative transactions and the valuation of derivatives as critical audit matters. Auditing
management's analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

 The
primary procedures we performed to address these critical audit matters included (a) Reviewed and testing management's conclusions
as to whether certain instruments or contracts qualified for derivative treatment by comparing management's analysis and conclusions
to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative
and interpretive literature, (c) Tested management's process for valuing derivatives by comparing it to generally accepted methodologies
for valuing derivatives, (d) Tested management's valuation of the derivatives by testing assumptions and data used in the valuation
model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations. We agreed with management's
final conclusions with regard to derivative treatments, valuations and accounting treatment and presentation.

 /s/
 Salberg & Company, P.A.

 SALBERG
& COMPANY, P.A.

 We
have served as the Company's auditor since 2020.

 Boca
Raton, Florida

 2295
NW Corporate Blvd., Suite 240 Boca Raton, FL 33431-7326

 Phone:
(561) 995-8270 Toll Free: (866) CPA-8500 Fax: (561) 995-1920

 www.salbergco.com
 info@salbergco.com

 Member
National Association of Certified Valuation Analysts Registered with the PCAOB

 Member
CPAConnect with Affiliated Offices Worldwide Member AICPA Center for Audit Quality

 F- 2

 BALANCE
SHEETS

 30, 2023

 30, 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 997,484

 $
 393,460

 Accounts receivable, net

 23,910

 32,125

 Prepaid expenses and other
 current assets

 240,494

 217,699

 Marketable
 securities

 3,700

 Total Current Assets

 1,262,688

 646,984

 OTHER ASSETS:

 Property and equipment,
 net

 448,515

 686,127

 Financing right-of-use
 assets, net

 18,988

 64,954

 Operating right-of-use
 asset, net

 1,104,346

 1,154,861

 Deferred offering costs

 -

 27,270

 Security
 deposits

 15,257

 18,715

 Total Assets

 $
 2,849,794

 $
 2,598,911

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 CURRENT LIABILITIES:

 Accounts payable

 $
 1,219,147

 $
 730,923

 Accounts payable - related
 parties

 10,000

 16,223

 Accrued liabilities

 963,851

 268,021

 Accrued liabilities - related
 parties

 1,886,051

 76,927

 Accrued compensation

 93,845

 383,295

 Accrued director compensation

 252,500

 192,500

 Contract liabilities

 144,890

 156,550

 Convertible notes, net
 of discount

 7,488,217

 -

 Convertible notes - related
 parties, net of discount

 9,930,817

 1,000,000

 Notes payable - related
 parties, net of discount

 1,149,442

 350,000

 Notes payable - current

 1,000

 1,000

 Financing lease liability
 - current

 30,262

 53,995

 Operating lease liability
 - current

 31,388

 25,551

 Insurance payable

 121,500

 122,295

 Derivative liabilities

 16,426,304

 -

 Contingent
 liabilities

 85,640

 78,440

 Total Current Liabilities

 39,834,854

 3,455,720

 LONG-TERM LIABILITIES:

 Financing lease liability

 4,128

 34,390

 Operating lease liability

 1,126,373

 1,157,761

 Convertible notes - related
 parties net of discount, net of current portion

 -

 1,305,814

 Convertible
 notes, net of discount

 -

 446,281

 Total Liabilities

 40,965,355

 6,399,966

 Commitments and Contingencies (Note 10)

 -

 -

 Series E preferred stock;
 $ 0.0001 par value; 2,000 shares designated; nil and 1,000 issued and outstanding at September 30, 2023 and 2022, respectively; liquidation
 value of $ 0 and $ 2,040,329 at September 30, 2023 and 2022, respectively

 -

 2,000,000

 Series F preferred stock;
 $ 0.0001 par value; 2,000 shares designated; nil and 500 issued and outstanding at September 30, 2023 and 2022; liquidation value
 of $ 0 and $ 1,020,164 at September 30, 2023 and 2022, respectively

 -

 1,000,000

 STOCKHOLDERS' DEFICIT:

 Preferred stock: $ 0.0001 par value; 26,667
 authorized;

 -

 -

 Series A Preferred stock:
 $ 0.0001 par value; 1,333 shares designated; 667 issued and outstanding at September 30, 2023 and 2022

 -

 -

 Series C-1 Preferred stock:
 $ 0.0001 par value; 3,000 shares designated; 141 and 1,043 issued and outstanding at September 30, 2023 and 2022, respectively

 -

 -

 Series C-2 Preferred stock:
 $ 0.0001 par value; 6,000 shares designated; nil and 3,037 issued and outstanding at September 30, 2023 and 2022, respectively

 -

 -

 Series D-1 Preferred stock:
 $ 0.0001 par value; 1,000 shares designated; nil issued and outstanding at September 30, 2023 and 2022

 -

 -

 Series D-2 Preferred stock:
 $ 0.0001 par value; 4,360 shares designated; nil issued and outstanding at September 30, 2023 and 2022

 -

 -

 Preferred stock: $0.0001 par value; 26,667
 authorized;

 -

 -

 Common stock: $ 0.0001 par value, 100,000,000,000
 shares authorized; 6,151,499,919 and 6,151,499,919 issued and outstanding at September 30, 2023 and 2022, respectively

 615,150

 615,150

 Additional paid-in capital

 55,024,063

 55,391,612

 Accumulated
 deficit

 ( 93,754,774
)

 ( 62,807,817
)

 Total Stockholders'
 Deficit

 ( 38,115,561
)

 ( 6,801,055
)

 Total Liabilities and
 Stockholders' Deficit

 $
 2,849,794

 $
 2,598,911

 See
accompanying notes to financial statements.

 F- 3

 STATEMENTS
OF OPERATIONS

 For the Years
 Ended

 30,

 2023

 2022

 REVENUES, NET

 $
 606,796

 $
 567,905

 COST OF REVENUES

 126,237

 224,886

 GROSS PROFIT

 480,559

 343,019

 OPERATING EXPENSES:

 Professional fees

 1,995,406

 2,311,098

 Compensation expense

 5,426,955

 7,373,037

 Licensing fees

 75,807

 138,440

 General and administrative
 expenses

 1,723,087

 2,160,450

 Impairment
 loss on property and equipment

 238,671

 -

 Total
 Operating Expenses

 9,459,926

 11,983,025

 LOSS FROM OPERATIONS

 ( 8,979,367
)

 ( 11,640,006
)

 OTHER INCOME (EXPENSES):

 Interest expense, net

 ( 16,906,587
)

 ( 1,094,656
)

 Loss on debt extinguishment,
 net

 ( 5,434,447
)

 -

 Unrealized loss on marketable
 securities

 ( 2,900
)

 ( 7,300
)

 Settlement expense

 ( 200,000
)

 -

 Derivative
 income, net

 615,796

 -

 Total
 Other Expenses, net

 ( 21,928,138
)

 ( 1,101,956
)

 NET LOSS

 ( 30,907,505
)

 ( 12,741,962
)

 Series E preferred stock
 dividend

 ( 26,301
)

 ( 160,000
)

 F preferred stock dividend

 ( 13,151
)

 ( 80,000
)

 NET LOSS ATTRIBUTABLE
 TO COMMON STOCKHOLDERS

 $
 ( 30,946,957
)

 $
 ( 12,981,962
)

 NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON
 STOCKHOLDERS:

 Basic
 and diluted

 $
 ( 0.01
)

 $
 ( 0.00
)

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 Basic
 and diluted

 6,151,499,919

 5,881,207,480

 See
accompanying notes to financial statements.

 F- 4

 STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022

 A# of Shares

 C-1# of Shares

 C-2 # of Shares

 #
 of Shares

 Paid-in Capital

 Accumulated Deficit

 Stockholders'
 Deficit

 Preferred
 Stock

 Stock

 Additional

 Total

 A# of Shares

 C-1# of Shares

 C-2 # of Shares

 #
 of Shares

 Paid-in Capital

 Accumulated Deficit

 Stockholders'
 Deficit

 Balance at September
 30, 2021

 2,966

 4,917

 $
 -

 5,124,164,690

 $
 512,416

 $
 44,368,077

 $
 ( 49,825,855
)

 $
 ( 4,945,362
)

 Relative fair value of warrant
 issued in connection with convertible notes - related party recorded as debt discount

 -

 -

 -

 -

 -

 -

 1,266,471

 -

 1,266,471

 Relative fair value of warrant
 issued in connection with convertible notes recorded as debt discount

 -

 -

 -

 -

 -

 -

 2,330,458

 -

 2,330,458

 Issuance of common stock in
 connection with conversion of Series C-1 preferred stock

 -

 ( 1,923
)

 -

 -

 288,637,529

 28,864

 ( 28,864
)

 -

 -

 Issuance of common stock in
 connection with conversion of Series C-2 preferred stock

 -

 -

 ( 1,880
)

 -

 280,475,491

 28,048

 ( 28,048
)

 -

 -

 Issuance of common stock in
 connection with settlement of accounts payable

 -

 -

 -

 -

 26,913,738

 2,691

 81,549

 -

 84,240

 Issuance of common stock in
 connection with subscriptions payable

 -

 -

 -

 -

 431,309,907

 43,131

 1,306,869

 -

 1,350,000

 Relative fair value of additional
 warrants issued in connection with modification of convertible notes - related party recorded as debt discount

 -

 -

 -

 -

 -

 -

 34,620

 -

 34,620

 Relative fair value of additional
 warrants issued in connection with modification of convertible notes recorded as debt discount

 -

 -

 -

 -

 -

 -

 44,858

 -

 44,858

 Series E preferred stock dividend

 -

 -

 -

 -

 -

 -

 -

 ( 160,000
)

 ( 160,000
)

 Series F preferred stock dividend

 -

 -

 -

 -

 -

 -

 -

 ( 80,000
)

 ( 80,000
)

 Accretion of stock option expense

 -

 -

 -

 -

 -

 -

 6,015,622

 -

 6,015,622

 Correction for rounding error

 -

 -

 -

 -

 ( 1,436
)

 -

 -

 -

 -

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 ( 12,741,962
)

 ( 12,741,962
)

 Balance at September 30, 2022

 1,043

 3,037

 -

 6,151,499,919

 615,150

 55,391,612

 ( 62,807,817
)

 ( 6,801,055
)

 Accretion of stock option expense

 -

 -

 -

 -

 -

 -

 1,250,689

 -

 1,250,689

 Exchange of preferred stock
 to convertible debt

 -

 ( 902
)

 ( 3,037
)

 -

 -

 -

 ( 1,618,238
)

 -

 ( 1,618,238
)

 Series E preferred stock dividend

 -

 -

 -

 -

 -

 -

 -

 ( 26,301
)

 ( 26,301
)

 Series F preferred stock dividend

 -

 -

 -

 -

 -

 -

 -

 ( 13,151
)

 ( 13,151
)

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 ( 30,907,505
)

 ( 30,907,505
)

 Balance
 on September 30, 2023

 -

 $
 -

 6,151,499,919

 $
 615,150

 $
 55,024,063

 $
 ( 93,754,774
)

 $
 ( 38,115,561
)

 See
accompanying notes to financial statements.

 F- 5

 STATEMENTS
OF CASH FLOWS

 2023

 2022

 For the Years
 Ended

 30,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 30,907,505
)

 $
 ( 12,741,962
)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Depreciation on property
 and equipment and finance ROU assets

 208,287

 190,780

 Non-cash lease cost

 24,964

 28,451

 Accretion of stock option
 expense

 1,250,689

 6,015,622

 Amortization of debt discount

 15,284,413

 738,521

 Loss on debt extinguishment

 5,434,447

 -

 Bad debt expense

 19,923

 39,426

 Unrealized loss on marketable
 securities

 2,900

 7,300

 Non-cash settlement expense

 200,000

 -

 Derivative income, net

 ( 615,796
)

 -

 Gain on modification of
 operating lease

 -

 ( 8,229
)

 Impairment loss on property and equipment

 238,671

 -

 Change in operating assets
 and liabilities:

 Accounts receivable

 ( 11,708
)

 ( 35,957
)

 Prepaid expenses and other
 current assets

 ( 19,337
)

 ( 8,559
)

 Laboratory supplies

 -

 71,062

 Accounts payable

 482,001

 ( 191,125
)

 Accrued liabilities and
 other liabilities

 2,644,856

 483,575

 Contract
 liabilities

 ( 11,660
)

 21,400

 NET CASH USED IN OPERATING
 ACTIVITIES

 ( 5,774,855
)

 ( 5,389,695
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase
 of property and equipment

 ( 163,380
)

 ( 131,611
)

 NET CASH USED IN INVESTING
 ACTIVITIES

 ( 163,380
)

 ( 131,611
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from convertible
 debt - related parties, net

 2,988,062

 3,150,000

 Proceeds from convertible
 debt, net

 2,950,011

 2,475,000

 Proceeds of notes payable
 - related parties

 1,027,181

 400,000

 Repayment of notes payable
 - related parties

 ( 249,000
)

 -

 Repayment of convertible
 notes payable

 -

 ( 150,000
)

 Repayment of convertible
 notes payable - related parties

 ( 120,000
)

 -

 Repayment of financed lease

 ( 53,995
)

 ( 47,730
)

 Deferred offering costs

 -

 ( 27,270
)

 Payments
 for preferred stock dividends

 -

 ( 199,385
)

 NET CASH PROVIDED BY
 FINANCING ACTIVITIES

 6,542,259

 5,600,615

 NET INCREASE IN CASH

 604,024

 79,309

 CASH, beginning of year

 393,460

 314,151

 CASH, end of year

 $
 997,484

 $
 393,460

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the period for:

 Interest

 $
 8,066

 $
 117,301

 Income
 taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 E preferred stock dividend

 $
 26,301

 $
 160,000

 F preferred stock dividend

 $
 13,151

 $
 80,000

 Initial
 amount of operating ROU asset and related liability

 $
 -

 $

 Relative
 fair value of warrant issued in connection with convertible notes - related party recorded as debt discount

 $
 -

 $
 1,266,471

 Relative
 fair value of warrant issued in connection with convertible notes recorded as debt discount

 $
 -

 $
 2,330,458

 Relative
 fair value of additional warrants issued in connection with modification of convertible notes - related party recorded as debt discount

 $
 -

 $
 34,620

 Relative
 fair value of additional warrants issued in connection with modification of convertible notes recorded as debt discount

 $
 -

 $
 44,858

 Initial
 fair value of derivative liabilities recorded as debt discount - related parties

 $
 8,978,284

 $
 -

 Initial
 fair value of derivative liabilities recorded as debt discount

 $
 8,063,816

 $
 -

 Exchange
 of preferred stock and accrued dividends for convertible debt - related parties

 $
 3,099,945

 $
 -

 Exchange
 of preferred stock for convertible debt

 $
 1,618,238

 $
 -

 Exchange
 of accrued interest payable for convertible debt - related parties

 $
 129,079

 $
 -

 Exchange
 of accrued interest payable for convertible debt

 $
 173,375

 $
 -

 See
accompanying notes to financial statements.

 F- 6

 NOTES
TO FINANCIAL STATEMENTS

 SEPTEMBER
30, 2023 AND 2022

 NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS

Technologies, Inc. ("Theralink or the Company), is a Nevada corporation, that operates as a precision medicine company with a nationally
CLIA-certified and CAP-accredited laboratory in Golden, Colorado. Theralink's unique and patented Reverse Phase Protein Array (RPPA)
technology platform can quantify protein signaling to support oncology clinical treatment decisions and biopharmaceutical drug development.
Since protein signaling is responsible for the development and progression of cancer, nearly all FDA-approved cancer therapeutics target
proteins, not genes. The Theralink RPPA technology can reveal the protein drug target(s) that are essentially turned "on"
in a patient's cancer and may suggest the most effective treatment plan to turn those proteins "off". Therefore, the
Theralink RPPA technology is a critical tool that may empower oncologists with actionable information to effectively treat a cancer
patient, which is often missed by standard proteomic and genomic testing.

 Our
commercially available Lab Developed Test (LDT), the Theralink Assay for Breast Cancer, is currently being utilized by oncologists
across the United States to assist in making the most targeted treatment plan for their patients with advanced breast cancer. In 2023,
Theralink began receiving reimbursement for this test by Medicare and certain third-party payors. The Theralink test determines
which drug target(s) are present and/or activated and may reveal to the oncologist which patients are predicted to be responders versus
non-responders to a particular therapeutic. The test may provide therapeutic recommendations to support oncologist treatment selection
of the best therapy option – which may improve patient response and consequently save the healthcare system substantial dollars.

 On
May 23, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with IMAC Holdings, Inc. ("IMAC")
and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC ("Merger Sub"). Upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the "Merger"), with Theralink
continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company's Board of Directors unanimously
approved the Merger Agreement. Under the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock
and each share of our preferred stock issued and outstanding as of immediately prior to completion of the Merger will be converted into
and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $ 0.001 (the " IMAC
Shares ") such that the total number of IMAC Shares issued to the holders of our common and preferred stock shall equal 85 %
of the total number of IMAC Shares outstanding as of the completion of the Merger. The completion of the Merger is subject to the satisfaction
of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of
voting stock of Theralink, and (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the votes
cast at the shareholder meeting of IMAC. IMAC and we have each made customary representations and warranties in the Merger Agreement.
The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of
each of IMAC's and our business between the date of the signing of the Merger Agreement and the closing date of the Merger. The
Company is currently working with IMAC to facilitate the completion of the merger in early 2024.

 F- 7

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP"). The summary of significant accounting policies presented below is designed to assist in
understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of Company's
management, who is responsible for their integrity and objectivity.

 Going
Concern

 These
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company had
a net loss and net cash used in operations of approximately $ 30.9
million and $ 5.8
million, respectively, for the year ended September 30, 2023. Additionally, the Company had an accumulated deficit of approximately
$ 93.8
million, and a stockholders' deficit and working capital deficit of approximately $ 38.1 and $ 38.6
million, respectively, on September 30, 2023. Management believes that these matters raise substantial doubt about the Company's ability to
continue as a going concern for twelve months from the issuance date of this report.

 The
Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional
debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business
strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional
debt and equity financings to fund its operations in the future.

 Although
the Company has historically raised capital from sales of equity and the issuance of promissory notes convertible notes and convertible
debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or
secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial
statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Use
of Estimates

 The preparation of financial statements in conformity with U.S. GAAP
requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical
experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets
and liabilities that are not readily apparent from other sources. Significant estimates during the years ended September 30, 2023 and
2022 include, but are not necessarily limited to, estimates of contingent liabilities, valuation of marketable securities, useful life
of property and equipment, valuation of right-of-use ("ROU") assets and lease liabilities, assumptions used in assessing impairment
of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances,
the fair value of derivative liabilities, and the fair value of non-cash equity transactions.

 F- 8

 Fair
Value of Financial Instruments and Fair Value Measurements

 FASB
ASC 820 – Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures
about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the
fair value of financial instruments are based on pertinent information available to the Company on September 30, 2023. Accordingly, the
estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on the disposition
of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable
inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of
the fair value hierarchy are as follows:

 Level
 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 Level
 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or
 similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived
 from or corroborated by observable market data.

 Level
 3—Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market
 participants would use in pricing the asset or liability based on the best available information.

 The
carrying amounts reported in the balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable,
accrued liabilities, contract liabilities, and accrued compensation approximate their fair market value based on the short-term maturity
of these instruments.

 Assets or liabilities measured at fair value on a recurring basis included
embedded conversion options in convertible debt (See Note 6) and were as follows on September 30, 2023. There were no liabilities
or assets measured at fair value on a non-recurring basis as of September 30, 2022.

 SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS

 30, 2023

 30, 2022

 Description

 Level

 Level

 Level

 Level

 Level

 Level

 Derivative liabilities

 $
 —

 $
 —

 $
 16,426,304

 $
 —

 $
 —

 $
 —

 A
roll forward of the level 3 valuation financial instruments is as follows:

 SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS

 2023

 2022

 For
 the Year-Ended September 30,

 2023

 2022

 Balance at beginning of year

 $
 -

 $
 -

 Initial valuation of derivative
 liabilities included in debt discount

 17,042,100

 -

 Initial valuation of derivative liabilities
 included in derivative expense

 27,438,113

 -

 Change in fair value
 included in derivative income, net

 ( 28,053,909
)

 -

 Balance at end of
 year

 $
 16,426,304

 $
 -

 ASC
825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
equity instruments.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
As of September 30, 2023, the Company had $ 997,484 in cash equivalents.

 The
Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. At September 30,
2023, the Company's cash balance exceed the federal deposit insurance limit of $ 250,000
by $ 747,601.

 F- 9

 Prepaid
Assets

 Prepaid
assets are carried at amortized cost. Prepaid assets as of September 30, 2023 and 2022 include, but are not necessarily limited to,
prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services.

 Research
and Development Expenses

 Research
and development expenses are recognized as general and administrative expense as incurred including the purchase of laboratory supplies.

 Property
and Equipment

 Fixed
assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to
 five years. Leasehold improvements are depreciated over the shorter of their useful life or the lease term including scheduled renewal
terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines
the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded
value may not be recoverable.

 Impairment
of Long-Lived Assets

 The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss
when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured
as the difference between the asset's estimated fair value and its book value.

 Stock-Based
Compensation

 Stock-based
compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ",
which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange
for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under the FASB's Accounting Standards Update ("ASU") 2016-09 Improvements to Employee
Share-Based Payment.

 Revenue
Recognition and Contract Assets and Liabilities

 In
accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that
core principle by applying the following steps:

 Step
1: Identify the contract(s) with a customer.

 Step
2: Identify the performance obligations in the contract.

 Step
3: Determine the transaction price.

 Step
4: Allocate the transaction price to the performance obligations in the contract.

 Step
5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 F- 10

 The
Company provides research and development support to biopharmaceutical companies to assist their drug development programs. In January
2021, the Company began performing tumor profiling to support clinical patient therapeutic intervention. The services provided by the
Company are performance obligations under services contracts. These contracts are completed over time and may lead to deferred revenue
for services not completed at the end of a period which is reflected as contract liabilities on the accompanying balance sheet. The Company
may include, in accounts receivable, amounts billed to customers in advance of services being initiated or completed. If the Company
has a right to such consideration that is unconditional such as for contractually allowed billings under non-cancellable contracts, such
amounts billed in advance would be offset by a contract liability. Management reviews the completion status of all jobs monthly to determine
the appropriate amount of revenue to recognize. The Company offers these services to biopharmaceutical companies and to private individuals.
The Company uses various output methods to recognize revenues. During the years ended September 30, 2023 and 2022, revenues by category
are as follows:

 SCHEDULE OF REVENUES BY CATEGORY

 Year Ended

 September 30, 2023

 Year Ended

 September 30, 2022

 Biopharma services

 $
 465,430

 $
 547,060

 Patient testing service

 141,366

 20,845

 Total revenues

 $
 606,796

 $
 567,905

 Contract
Liabilities – Deferred Revenue

 Contract
liabilities are cash deposits received from customers and advance billing included in accounts receivable on uncompleted contracts for
which revenues have not been recognized as of the balance sheet date.

 For the years ended September 30, 2023 and 2022, contract liabilities
activity is as follows:

 SCHEDULE OF CONTRACT LIABILITIES

 Year
 Ended
 September 30, 2023

 Year
 Ended
 September 30, 2022

 Contract liabilities beginning
 balance

 $
 156,550

 $
 135,150

 Billings and cash receipts on uncompleted contracts

 159,465

 325,048

 Less: revenues recognized
 during the period

 ( 171,125
)

 ( 303,648
)

 Total
 contract liabilities

 $
 144,890

 $
 156,550

 During the year ended September 30, 2023, the Company
recognized $ 171,125 of contract liabilities into revenue, of which $ 124,650 was related to the uncompleted contracts from the prior period.

 Cost
of Revenues

 The cost of revenue includes the cost of labor, supplies and materials.

 Accounts
Receivable and Allowance for Doubtful Accounts

 Trade
receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis and does not
bear interest. Trade accounts receivable are evaluated at the end of each reporting period for collectability based on past credit history
with customers and their current financial condition.

 Any
charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain
the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management
determines the adequacy of the allowance using the current expected credit loss model based on historical write-off percentages and
the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is
determined to be permanently impaired.

 Research
and Development - Contract

 The
Company executed an investigator-initiated study agreement in 2022. The contract agreement expires on December 31, 2027, and maybe canceled
by either party upon 30-days written notice. As part of the agreement, the Company is required to make quarterly payments to the investigator
for the rights/access to various retrospective biobank clinical samples for research and product development purposes. In addition, the
Company received active patient clinical samples for various cancer indications including: ovarian, endometrial, and head & neck
cancers. These samples were tested to provide RUO (Research Use Only) results reports for research and product validation efforts. For
the years ended September 30, 2023 and 2022, the Company incurred $ 125,000 and $ 150,000, respectively for research and development related
to the agreement, which is included in general and administrative expenses on the accompanying statements of operations.

 F- 11

 Derivative Liabilities

 The Company has certain financial instruments that are embedded derivatives
associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded
components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 - Derivative and
Hedging - Contract in Entity's Own Equity. This accounting treatment requires that the carrying amount of any derivatives be
recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a
liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense.
Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise
date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

 Concentrations

 Concentration
of Revenues

 For
the year ended September 30, 2023, the Company generated total revenue of $ 606,796 of which 22.4 %, 18.6 %, and 17.2 % and 13.7 % were from
four of the Company's customers.

 For
the year ended September 30, 2022, the Company generated total revenue of $ 567,905 of which 21 %, 15 %, 14 % and 10 % were from four of the
Company's customers.

 Concentration
of Accounts Receivable

 As
of September 30, 2023, the Company had net accounts receivable of $ 23,910 of which 63 % was from one of the Company's customers
and 37 % was from the Company's self-pay customers. As of September 30, 2022, the Company had net accounts receivable of $ 32,125
of which 59 % and 41 % were from two of the Company's customers, respectively.

 Concentration
of Contract Liabilities

 As
of September 30, 2023, the Company had deferred revenue reflected as contract liabilities of $ 144,890 of which 100 % was from one of the
Company's customers. As of September 30, 2022, the Company had deferred revenue reflected as contract liabilities of $ 156,550 of
which 65 % and 24 % were from two of the Company's customers.

 Basic
and Diluted Loss Per Share

to ASC 260-10-45, basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common
stock outstanding for the periods presented. Diluted loss per share is computed by dividing the net loss by the weighted average number
of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive
common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes, conversion
of preferred stock, and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially
dilutive equity securities outstanding as of September 30, 2023 and 2022 were not included in the computation of dilutive loss per common
share because the effect would have been anti-dilutive:

 SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING

 2023

 2022

 30,

 2023

 2022

 Stock warrants

 7,244,334,819

 1,888,813,005

 Stock options

 1,664,270,920

 1,901,410,519

 Series C-1 preferred stock

 21,167,535

 156,626,175

 Series C-2 preferred stock

 -

 453,067,129

 Series E preferred stock

 -

 638,977,636

 Series F preferred stock

 -

 319,488,818

 Convertible notes

 30,758,739,813

 1,813,880,837

 Total antidilutive securities
 excluded from computation of earnings

 39,688,513,087

 7,172,264,119

 F- 12

 Income
Taxes

 The
Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets
and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using
enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation
allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or
all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or
loss in the period that includes the enactment date.

 The
Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes ".
Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities. As of September 30, 2023 and 2022, the Company had no uncertain tax positions
that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related
to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of September 30, 2023 or
2022.

 Related
Parties

 Parties
are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its management and other parties with which the Company may
deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests.

 Leases

 The
Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting. The Company assess whether the
contract is, or contains, a lease at the inception of a contract which is based on (i) whether the contract involves the use of a distinct
identified asset, (ii) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout
the period, and (iii) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the
contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not
to recognize right-of-use ("ROU") assets and lease liabilities for short-term leases that have a term of 12 months or less.

and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities
are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most
leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption
date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis
over the lease term and is included in general and administrative expenses in the statements of operations.

 Recent
Accounting Pronouncements

 On
October 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments
(ASC 326). The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with
a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. Further, the
FASB issued ASU 2019-04 and ASU 2019-05 to provide additional guidance on the credit losses standard. While the adoption of ASC 326 could
result in a higher allowance recorded in the future for credit losses on receivables within the scope of the standard due to the prescribed
measurement principles, the impact of the adoption on the Company's financial statements was not material.

 Management
does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the Company's financial statements.

 F- 13

 NOTE
3 – MARKETABLE SECURITIES

the fiscal year ended 2017, the Company acquired 1,000,000 shares of common stock of Amarantus BioScience Holdings, Inc. ("AMBS")
with a fair value of $ 40,980. The AMBS common stock is recorded as marketable securities in the accompanying balance sheets. The Company
adjusts the fair value of the security at every reporting period and the change in fair value is recorded in the statements of operations
as unrealized gain or (loss) on marketable securities. During the years ended September 30, 2023 and 2022, the Company recorded $ 2,900
and $ 7,300 of unrealized loss on marketable securities, respectively. As of September 30, 2023 and 2022, the fair value of these shares
was $ 800 and $ 3,700, respectively.

 NOTE
4 – ACCOUNTS RECEIVABLE

 On
September 30, 2023 and 2022, accounts receivable consisted of the following:

 SCHEDULE OF ACCOUNTS RECEIVABLE

 30,
 2023

 30,
 2022

 Accounts receivable

 $
 46,660

 $
 35,957

 Less: allowance for
 doubtful accounts

 ( 22,750
)

 ( 3,832
)

 Accounts receivable,
 net

 $
 23,910

 $
 32,125

 For
the years ended September 30, 2023 and 2022, bad debt expense amounted to $ 19,923 and $ 39,426, respectively.

 NOTE
5 – PROPERTY AND EQUIPMENT

 Property
and equipment are recorded at cost. Once placed in service, they are depreciated on the straight-line method over their estimated useful
lives. Leasehold improvements are accreted over the shorter of the estimated economic life or related lease terms. Property and equipment
consist of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Estimated
 Useful
 Life in
 Years

 30,
 2023

 30,
 2022

 Laboratory equipment

 $
 513,788

 $
 597,059

 Furniture

 24,567

 24,567

 Leasehold improvements

 353,826

 353,826

 Computer equipment

 76,469

 68,490

 Property and equipment gross

 968,650

 1,043,942

 Less: accumulated depreciation

 ( 520,135
)

 ( 357,815
)

 Property and equipment,
 net

 $
 448,515

 $
 686,127

 For
the years ended September 30, 2023 and 2022, depreciation expense related to property and equipment was $ 162,320 and $ 144,411, respectively.

 During the year ended September 30, 2023, the Company recognized $ 238,671 of impairment loss related to laboratory equipment that
was no longer in service, which is included in operating expenses on the accompanying statement of operations.

 Leased
equipment was not included in the table above as it was accounted for in accordance with ASU 842 – Leases. These leases
are discussed in Note 8 under financing lease right-of-use ("ROU") assets and financing lease liabilities.

 F- 14

 NOTE
6 – DEBT

 On September 30, 2023 and 2022, convertible
notes payable (third parties and related parties) consisted of
the following:

OF CONVERTIBLE NOTES PAYABLE

 30,
 2023

 30,
 2022

 Principal amount

 $
 8,986,605

 $
 2,475,000

 Less:
 debt discount

 ( 1,498,388
)

 ( 2,028,719

 Convertible notes payable,
 net

 7,488,217

 446,281

 Less: current portion of convertible notes payable

 ( 7,488,217
)

 -

 Convertible notes payable, net – long-term

 $
 -

 $
 446,281

 Principal amount – related parties

 $
 11,440,792

 $
 4,150,000

 Less:
 debt discount – related parties

 ( 1,509,975
)

 ( 1,844,186
)

 Convertible notes payable – related parties,
 net

 9,930,817

 2,305,814

 Less: current portion convertible notes payable - related parties

 ( 9,930,817
)

 ( 1,000,000

 Convertible notes payable
 – related parties, net – long-term

 $
 --

 $
 1,305,814

 Total convertible notes
 payable, net

 $
 17,419,034

 $
 2,752,095

 Convertible
Debt – Related Parties

 On
May 12, 2021, the Company entered into a Securities Purchase Agreement ("May 2021 SPA") with a related party, who is an affiliate
stockholder ("May 2021 Investor") to purchase a convertible note ("May 2021 Note") and accompanying 63,897,764
 warrants ("May 2021 Warrants") for
an aggregate investment amount of $ 1,000,000
 (see Note 8). The May 2021 Note had a principal
value of $ 1,000,000,
bore an interest rate of 8 %
 per annum and was to mature on May
12, 2026. The May 2021 Note was convertible at
any time into shares of the Company's common stock at a conversion price equal to $ 0.00313
 per share for any amount of principal and accrued
interest remaining outstanding (subject to adjustment). The May 2021 Note and May 2021 Warrants included a down-round provision under
which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible
securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion
or exercise price than that of the May 2021 Note and May 2021 Warrants. As of September 30, 2022, the May 2021 Note had an outstanding
principal balance of $ 1,000,000
 and accrued interest of $ 20,164
 and is included in the accompanying balance sheet
at $ 267,521
 as a long-term convertible note payable –
related party, net of discount in the amount of $ 732,479
 (see Note 8). The May 2021 Warrants had an exercise
price of $ 0.00313
 per share (subject to adjustment) until May 12,
2026 and was exercisable for cash at any time. The May 2021 Warrants were valued at $ 984,200
 using the relative fair value method which was
recorded as a debt discount which was being amortized over the life of the May 2021 Note. In addition, the May 2021 Note had a beneficial
conversion feature ("BCF") in the amount of $ 15,800
 which was recorded as a debt discount which was
being amortized over the life of the May 2021 Note. The debt discount totaled $ 1,000,000
 which was being amortized over the life of the
May 2021 Notes. On November 29, 2022, the May 2021 Note was exchanged for a new convertible debenture (see below).

 On
November 1, 2021, the Company entered into a Securities Purchase Agreement ("First November 2021 SPA") with a related party,
who is an affiliate stockholder ("First November 2021 Investor"), to purchase three convertible notes (collectively as "First
November 2021 Notes") and three accompanying warrants (collectively as "First November 2021 Warrants"), for an aggregate
investment amount of $ 1,000,000. The first note issued on November 1, 2021, had a principal balance of $ 334,000 and accompanying warrants
to purchase up to 18,251,367 shares of common stock. The second note issued on December 1, 2021, had a principal balance of $ 333,000
and accompanying warrants to purchase up to 18,196,722 shares of common stock. The third note issued on January 1, 2022, had a principal
balance of $ 333,000 and accompanying warrants to purchase up to 18,196,722 shares of common stock. The Company received $ 1,000,000 in
aggregate proceeds from the First November 2021 Notes. The First November 2021 Notes bore interest rate of 8 % per annum and was to mature
on November 1, 2026. The First November 2021 Warrants are exercisable at any time and expire on November 1, 2026. The First November
2021 Warrants were initially valued at $ 990,048 using the relative fair value method and were recorded as debt discount which is being
amortized over the life of the First November 2021 Notes. The First November 2021 Notes and First November 2021 Warrants are convertible
and exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00366 per share (subject to adjustment).
The First November 2021 Notes and First November 2021 Warrants included a down-round provision under which the conversion price and exercise
price were reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt
issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the
First November 2021 Notes and First November 2021 Warrants. On January 26, 2022, a notice and request for consent regarding a change
in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor,
 the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock
issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashless-exercisable
warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. The Company issued additional warrants
to purchase up to 218,579,234 shares of common stock to the First November 2021 Investor which increased the total relative fair value
of all warrants in total by $ 34,620 recorded as debt discount which is being amortized over the life of the First November 2021 Notes
(see Note 8 and 9). The modification of the First November 2021 SPA did not meet the requirements of a debt extinguishment under ASC
470-50 – Debt Modifications and Exchanges; however it represented a substantial modification whereby the First November
2021 Investor received a substantial amount of additional warrants for the same principal amount of investment; hence, it was accounted
for, in substance, as a debt modification ASC 470-50 and no gain or losses was recognized. As of September 30, 2022, the First November
2021 Notes had an outstanding principal of $ 1,000,000 and accrued interest of $ 20,164 and are included in the accompanying balance sheet
at $ 140,093 as a long-term convertible note payable – related party, net of discount in the amount of $ 859,907 (see Note 8) as
of September 30, 2022. On November 29, 2022, the First November 2021 Notes were exchanged for a new convertible debenture (see below).

 On
April 5, 2022, the Company entered into a Securities Purchase Agreement ("First April 2022 SPA") with a related party, Matthew
Schwartz, who is a member of the Board of Directors ("Investor"), to purchase a convertible note with a principal balance
of $ 100,000 ("First April 2022 Note") with accompanying warrants to purchase 4,201,681 shares of common stock ("First
April 2022 Warrants"). The Company received net proceeds of $ 100,000 on March 24, 2022. The First April 2022 Warrants were valued
at $ 89,815 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the First
April 2022 Note. The First April 2022 Warrants are exercisable at any time and expire on April 1, 2027. The First April 2022 Note bore
an interest rate of 8 % per annum and was to mature on April 1, 2027. The First April 2022 Note and First April 2022 Warrants were convertible
and exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00476 per share (subject to adjustment).
The First April 2022 Note and First April 2022 Warrants included a down-round provision under which the conversion price and exercise
price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt
issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the
First April 2022 Note and First April 2022 Warrants. For so long as the First April 2022 Warrants remains outstanding and until the listing
by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company
issues warrants to investors in an offering of common stock or of any equity linked security (each a "Subsequent Offering"),
and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to the First April 2022 Warrants
such that the First April 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent
Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercise, then
the First April 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering.
As of September 30, 2022, the First April 2022 Note had an outstanding principal balance of $ 100,000 and accrued interest of $ 3,901 and
is reflected in the accompanying balance sheet at $ 18,959 as a long-term convertible note payable – related party, net of discount
in the amount of $ 81,041 (see Note 8) as of September 30, 2022. On November 29, 2022, the First April 2022 Note was exchanged for a new
convertible debenture (see below).

 F- 15

 On
May 9, 2022, the Company entered into a Securities Purchase Agreement ("May 2022 SPA") with a related party, who is an affiliate
stockholder ("May 2022 Investor"), to purchase four convertible notes for an aggregate investment amount of $ 1,000,000 (collectively,
the "May 2022 Notes") and accompanying warrants to purchase shares of common stock equal to 20 % of the number of the total
shares of common stock issuable upon the conversion of the May 2022 Notes (collectively, the "May 2022 Warrants"). The first
note issued on May 9, 2022, had a principal balance of $ 250,000 and accompanying warrants to purchase up to 10,504,202 shares of common
stock. The second note issued on May 24, 2022, had a principal balance of $ 250,000 and accompanying warrants to purchase up to 10,504,202
shares of common stock. The third note issued on June 10, 2022, had a principal balance of $ 250,000 and accompanying warrants to purchase
up to 10,504,202 shares of common stock. The fourth note issued on July 1, 2022, had a principal balance of $ 250,000 and accompanying
warrants to purchase up to 10,504,202 shares of common stock. The Company received $ 1,000,000 in aggregate proceeds from the May 2022
Notes. The May 2022 Notes bore an interest rate of 8 % per annum and were to mature on April 1, 2027. The May 2022 Warrants are exercisable
at any time and expire on April 1, 2027. The May 2022 Warrants were valued at $ 178,449 using the relative fair value method and were
recorded as debt discount which is being amortized over the life of the May 2022 Notes. The May 2022 Notes and May 2022 Warrants were
convertible and exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00476 per share (subject
to adjustment). The May 2022 Notes and May 2022 Warrants included a down-round provision under which the conversion price and exercise
price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt
issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the
May 2022 Notes and May 2022 Warrants. For so long as the May 2022 Warrants remain outstanding and until the listing by the Company or
the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to
investors in a Subsequent Offering, and such warrants equal more than 20 % warrant coverage, then a number of additional shares will be
added to the May 2022 Warrants such that the May 2022 Warrants shall equal the same percentage of the warrant coverage offered to the
investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means
of a cashless exercise, then the May 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued
in the Subsequent Offering. As of September 30, 2022, the May 2022 Notes had an aggregate outstanding principal balance of $ 1,000,000
and accrued interest of $ 20,110 and are included in the accompanying balance sheet at $ 834,803 as a long-term convertible note payable
– related party, net of discount in the amount of $ 165,197 (see Note 8) as of September 30, 2022. On November 29, 2022, the May
2022 Note was exchanged for a new convertible debenture (see below).

 On
June 15, 2022, the Company entered into a Securities Purchase Agreement ("June 2022 SPA") with a related party, Danica Holley,
who is a member of the Board of Directors ("Investor"), to purchase a convertible note with principal of $ 50,000 ("June
2022 Note") with accompanying warrants to purchase 2,100,840 shares of common stock ("June 2022 Warrants"). The Company
received net proceeds of $ 50,000 on June 15, 2022. The June 2022 Warrants were valued at $ 5,924 using the relative fair value method
and were recorded as debt discount which is being amortized over the life of the June 2022 Note. The June 2022 Warrants are exercisable
at any time and expire on April 1, 2027. The June 2022 Note bore an interest rate of 8 % per annum and was to mature on April 1, 2027.
The June 2022 Note and June 2022 Warrants were convertible and exercisable, respectively, into shares of the Company's common stock
at a price equal to $ 0.00476 per share (subject to adjustment). The June 2022 Note and June 2022 Warrants include a down-round provision
under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible
securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion
or exercise price than that of the June 2022 Note and June 2022 Warrants. For so long as the June 2022 Warrants remains outstanding and
until the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i)
if the Company issues warrants to investors in a Subsequent Offering, and such warrants equal more than 20 % warrant coverage, then a
number of additional shares will be added to the June 2022 Warrants such that the June 2022 Warrants shall equal the same percentage
of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent
Offering which may be exercised by means of a cashless exercise, then the June 2022 Warrants shall be exercisable by the same cashless
exercise feature of the warrants issued in the Subsequent Offering. As of September 30, 2022, the June 2022 Note had an outstanding principal
balance of $ 50,000 and accrued interest of $ 1,173. The June 2022 Note is included in the accompanying balance sheet at $ 44,438 as a long-term
convertible note payable – related party, net of discount in the amount of $ 5,562 (see Note 8) as of September 30, 2022. On November
29, 2022, the June 2022 Note was exchanged for a new convertible debenture (see below).

 On
July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of
Directors and a related party, for a principal balance of $ 125,000, and on September 2, 2022, the Company entered into a second Demand
Promissory Note Agreement with Jeffrey Busch for a principal balance of $ 150,000 (collectively referred to as the "Busch Notes").
The Busch Notes bore an annual interest rate of 8 % and were payable on demand. The outstanding principal and accrued interest on the
Busch Notes were contingently convertible, in full, at the option of the lender, into the same security issued by the Company in its
next private placement of equity or equity backed securities at any time after the inception date. As of September 30, 2022, the Busch
Notes had an outstanding principal balance of $ 275,000 and accrued interest of $ 2,683 and are included in the accompanying balance sheet
as a short-term convertible note payable – related party. On November 29, 2022, the Busch Notes were exchanged for a new convertible
debenture (see below).

 F- 16

 On
August 11, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for
a principal balance of $ 375,000. The note bore an annual interest rate of 8 % and was payable on demand. The outstanding principal and
accrued interest of the note was contingently convertible, in full, at the option of the lender, into the same security issued by the
Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September 30,
2022, this note had an outstanding principal balance of $ 375,000 and accrued interest of $ 4,110 and is included in the accompanying balance
sheet as a short-term convertible note payable – related party. On November 29, 2022, this note was exchanged for a new convertible
debenture (see below).

 On
September 2, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder,
for a principal balance of $ 350,000. The note bore an annual interest rate of 8 % and was payable on demand. The outstanding principal
and accrued interest of the note was contingently convertible, in full, at the option of the lender, into the same security issued by
the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September
30, 2022, this note had an outstanding principal balance of $ 350,000 and accrued interest of $ 2,148 and is included in the accompanying
balance sheet as a short-term convertible note payable – related party. On November 29, 2022, this note was exchanged for a new
convertible debenture (see below).

 On
November 1, 2022, the Company entered into a Demand Promissory Note Agreements with two related parties, who are affiliate stockholders,
for a principal balance of $ 120,000. The notes bore an annual interest rate of 8 % and were payable on demand. The outstanding principal
and accrued interest of the notes was contingently convertible, in full, at the option of the lender, into the same security issued by
the Company in its next private placement of equity or equity backed securities at any time after the inception date. In December 2022,
these short-term loans were repaid.

 On
November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed below, the May 2021 Warrants,
First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 warrants,
were amended to reduce the exercise price to $ 0.003 per share. Additionally, 63,897,764 warrants issued in connection with Series F preferred
stock were amended to reduce the exercise price to $ 0.003 per share. In conjunction with the price reduction, the price protection feature
for all these warrants was eliminated. All other terms of the warrants remained the same. As a result of the November 29, 2022, amendment
to the exercise price, the Company calculated the difference between the warrants' fair values on November 29, 2022, the date of
the amendment, using the then current exercise price ranging from $ 0.00366 to $ 0.00476 and the new exercise price of $ 0.003 and determined
that the difference was insignificant.

Exchange Agreements and New Related Party Convertible Debentures and Warrants dated November 29, 2022

 On
November 29, 2022, the Company consummated the initial closing of a private placement offering pursuant to the terms and conditions of
that certain Securities Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain related party accredited
investors (the "Related Party Purchasers") and Cavalry Fund I Management LLC, a Delaware limited liability company, in its
capacity as collateral agent.. At the initial closing, the Company sold the related party Purchasers (i) 10 % Original Issue Discount
Senior Secured Convertible Debentures (the "New Related Party Debentures") in an aggregate principal amount of $ 550,000 and
(ii) warrants (the "New Related Party Warrants") to purchase up to 157,142,857 shares of common stock of the Company, subject
to adjustments provided by the Warrants, which represents 100 % warrant coverage. The Company received a total of $ 412,092 in net proceeds
at the Initial Offering from the Related Party Purchasers, net of the Original Issue Discount of $ 50,000, commissions of $ 58,200 and
other offering costs of $ 29,708.

 F- 17

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with the above related party investors, whereby the May 2021
Note, the First November 2021 Notes, the First April 2022 Note, the May 2022 Notes, the June 2022 Note, the Busch Notes, the August 11,
2022 Demand Promissory Note, and the September 2, 2022 Demand Promissory Note with an aggregate principal amount of $ 4,150,000 (the "Exchanged
Related Party Notes") and accrued interest payable of $ 120,750 were exchanged for New Related Party Debentures. Additionally, on
November 29, 2022, in order to induce the related party investors to exchange the respective convertible notes into the Related Party
Debentures, the aggregate principal amount of the Exchanged Related Party Notes and accrued interest payable was increased by 15 % (and
the August 11, 2022 and September 2, 2022 Demand Promissory Notes were issued with 10 % OID), or $ 589,505, for New Related Party Debentures
with an aggregate principal amount of $ 4,860,255.

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related
party holders of 1,000 shares of Series E preferred stock with a stated value of $ 2,000,000 and accrued dividends payable of $ 66,630,
and related party holders of 500 shares of Series F preferred stock with a stated value of $ 1,000,000 and accrued dividends payable of
$ 33,315 were exchanged for the New Related Party Debentures. Additionally, on November 29, 2022, in order to induce the related party
preferred stockholders to exchange their respective preferred shares into the New Related Party Debentures, the aggregate stated value
and accrued dividends payable were increased by 15 %, or $ 464,992, for new Related Party Debentures with an aggregate principal amount
of $ 3,564,937.

 On
April 11, 2023, the Company consummated a third closing of the Offering pursuant to the terms and conditions of that certain Purchase
Agreement, dated as of November 29, 2022, by and among the Company and Jeffrey Busch (the "Third Closing Related Party Purchaser").
At the third closing, the Company sold the Purchaser (i) a New Debenture with a principal amount of $ 155,100 (the "April 2023 Related
Party Debenture") and (ii) Warrants to purchase up to 44,314,286 shares of Common Stock, subject to adjustments provided by the
Warrants, which represents 100 % warrant coverage. The Company received a total of $ 141,000 in net proceeds at the Third Offering, net
of a 10 % original issue discount of $ 14,100.

 The
November 29, 2022, New Related Party Debentures and April 2023 Related Party Debenture matured on November 29, 2023, subject to a three-month
extension at the sole discretion of the Company. On November 27, 2023, the Company announced its intention to automatically
extend the Maturity Date of the Debentures for an additional three-month period such that the Debentures shall be due and payable on February
29, 2024 (See Note 14). The New Related Party Debentures and April 2023 Related Party Debenture bear interest
at 10 % per annum payable upon conversion or maturity. The New Related Party Debentures and April 2023 Related Party Debenture are convertible
into shares of the Company's common stock at any time after the maturity date and prior to Mandatory Conversion (as defined below)
at the conversion price equal to the lesser of: (i) $ 0.003 per share and (ii) 70 % of the average of the VWAP (as defined in the Debentures)
(or 50 % of the average of such VWAP if an event of default has occurred and has not been cured) of the Common Stock during the ten Trading
Day (as defined in the Debentures) period immediately prior to the applicable conversion date. The New Related Party Debentures are subject
to mandatory conversion ("Mandatory Conversion") in the event the Company closes a registered public offering of its Common
Stock and receives gross proceeds of not less than $ 5,000,000, with such offering resulting in the listing for trading of the Common
Stock on a national exchange ("Qualified Offering"). The conversion price per share of Common Stock in the case of a Mandatory
Conversion shall be the lesser of (i) $ 0.003 per share and (ii) 70 % of the offering price per share in the Qualified Offering (the "Qualified
Offering Price"). Alternatively, upon a Mandatory Conversion, the holders of the Debentures may elect to exchange their Debentures
for newly issued convertible preferred securities at a price per share equal to the Qualified Offering Price or the five-day VWAP of
the Common Stock prior to the date that is 181 days after the closing of the Qualified Offering.

 Notwithstanding
the preceding, holders of New Related Party Debentures and April 2023 Related Party Debenture shall have the right to require satisfaction
of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging
securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at
the time of a Qualified Financing. The New Related Party Debentures and April 2023 Related Party Debenture also contain certain price
protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion of the Debentures in
case of certain future dilutive events or stock-splits and dividends.

 The Company's obligations under the New Related Party Debentures
and April 2023 Related Party Debenture are secured by a first priority lien on all the assets of the Company pursuant to that certain
Security Agreement, dated November 29, 2022 (the "Security Agreement") by and among the Company, the Debenture holders and
the Collateral Agent. In connection with the issuance of the IMAC Note, the Company, Collateral Agent and the holders of a majority of
the outstanding New Related Party Debentures agreed to amend and restate the Original Security Agreement to include the IMAC Note, pursuant
to the Amended and Restated Security Agreement dated as of August 16, 2023 by and between the Company, IMAC and the Collateral Agent.

 The
Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject
to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders,
to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle
outstanding litigation, or enter into transactions with affiliates.

 F- 18

 If
the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any
indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater
than $ 250,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become due and payable, the New Related Party Debenture shall
be deemed in default and the default provisions shall apply.

 In
connection with the Securities Exchange Agreements with related parties for the exchange of the convertible notes and preferred shares
for the New Related Party Debentures and for the April 2023 Related party Debenture discussed above, the Company issued an aggregate
of 2,608,654,988 warrants. The New Related Party Warrants and April 2023 Related Party Warrant are exercisable for five years and six
months from the earlier of the maturity date of the New Related Party Debentures and the closing of the Qualified Financing, at an exercise
price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the New Related Party Warrant and April
2023 Related Party Warrant, the price per share at which the Qualified Offering is made ("Qualified Offering Price"), or
(ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70%
of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common
Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration
statement covering the resale of the shares underlying the New Related Party Warrants and April 2023 Related Party Warrant within 180
days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will
be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum
of 25%. The New Related Party Warrants and April 2023 Related Party Warrant contain certain price protection provisions providing for
adjustment in the amount of securities issuable upon exercise of the New Related Party Warrants and April 2023 Related Party Warrant
in case of certain future dilutive events or stock-splits and dividends.

 As
discussed above, on November 29, 2022, in order to induce the related party investors to exchange their respective convertible notes
and preferred stock into the New Related Party Debentures, the aggregate principal amount and accrued interest payable of the exchanged
convertible notes, and the stated value and accrued dividends of exchanged preferred stock was increased by 15 %
 (the August 11, 2022 and September 2, 2022 Demand
Promissory Notes were issued with 10 %
 OID), or an aggregate amount of $ 1,046,167.
This inducement fee was included in loss from debt extinguishment on the accompanying statement of operations during the year ended September
30, 2023. Additionally, the remaining debt discount on exchanged related party notes of $ 1,768,379
 was written off and included in loss from debt
extinguishment on the accompanying statement of operations for the year-ended September 30, 2023.

 IMAC
Convertible Secured Note

 On
August 16, 2023, the Company entered into a Convertible Secured Promissory Note with IMAC Holdings, Inc. for a total principal amount
of $ 2,560,500. The note bears interest at 6 % per annum and matures on August 16, 2024. Accrued interest is payable at the option of the
holder on a quarterly basis. Upon maturity, in lieu of payment or as partial payment, the Company may, upon notice to the Holder, elect
to convert some or all of the outstanding principal amount plus accrued and unpaid interest under this Note into a number of shares of
the Company's common stock at a price per share of $ 0.00313.

 Upon
the closing of the stock-for-stock reverse merger transaction contemplated in that certain Agreement and Plan of Merger, dated May 23,
2023, by and between the Company and the Holder, pursuant to which the Company will merge with a newly-formed wholly-owned subsidiary
of the Holder and in which the Company will survive as a wholly-owned subsidiary of the Holder, the Conversion Amount shall automatically
be converted into fully-paid and non-assessable shares of Common Stock at a price per share of $.00313.

 From
and after the Issue Date, the Conversion Amount, in whole or in part at any time and from time to time may be converted into shares of
Company Stock at the election of the Holder, in its sole discretion. The number of shares of Company Stock to be issued upon the optional
conversion of the Holder will be the conversion amount at a price per share of $.00313.

 If
the Company (a) fails to pay when due any principal or interest payment on the due date hereunder, and such payment shall not have been
made within thirty days of the Company's receipt of the Holder's written notice to the Company of such failure to pay; (b) materially
breaches any other covenant contained in this Note or the Security Agreement and such failure continues for forty-five days after the
Company receives written notice of such material breach from the Holder; (c) voluntarily files for bankruptcy protection or makes a general
assignment for the benefit of creditors; or (d) is the subject of an involuntary bankruptcy petition and such petition is not dismissed
within ninety (90) days, then in any such case then the Holder may declare the Note in default and immediately due and payable in full.
From that date forward, this Note shall bear interest at a rate of the lower of ten percent ( 10 %) per annum or the highest rate allowed
by applicable law, until paid in full or converted.

 This
Note is secured by all of the assets of the Company pursuant to that certain Amended and Restated Security Agreement (as amended, restated
or otherwise modified from time to time, the " Security Agreement ") dated as of the Issue Date, between the
Company and the Holder and each of the other parties thereto from time to time as specified in such Security Agreement. This Note shall
rank pari passu as to the payment of principal and interest to those certain 10.0 % Original Issue Discount Senior Secured Convertible
Debentures of the Company issued pursuant to that certain Securities Purchase Agreement, dated as of November 29, 2022, as amended, and
that certain Securities Exchange Agreement, dated as of November 29, 2022. This Note shall rank senior to any unsecured debt of the Company.

 On
August 28, 2023, the Company repaid $ 250,000 of the note.

 As
of September 30, 2023, the note has an outstanding principal balance of $ 2,310,500, which is included in convertible notes –
related parties in the accompanying balance sheets, and has accrued interest payable of $ 17,708.

 F- 19

 Convertible
Debt

 On
November 1, 2021, the Company entered into a Securities Purchase Agreement ("Second November 2021 SPA") with an investor
("Second November 2021 Investor") to purchase two convertible notes (collectively as "Second November 2021 Notes")
and two accompanying warrants (collectively as "Second November 2021 Warrants"), for an aggregate investment amount of $ 500,000.
The first note, issued on November 1, 2021, had a principal balance of $ 250,000 and accompanying warrants to purchase up to 13,661,203
shares of common stock. The second note issued on December 1, 2021, had a principal balance of $ 250,000 and accompanying warrants to
purchase up to 13,661,203 shares of common stock. The Company received $ 500,000 in aggregate proceeds from the Second November 2021 Notes.
The Second November 2021 Notes bore an interest rate of 8 % per annum and was to mature on November 1, 2026. The Second November 2021
Warrants are exercisable at any time and expire on November 1, 2026. The Second November 2021 Warrants to purchase up to 27,322,406 shares
of common stock were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which was being amortized
over the life of the Second November 2021 Notes. The Second November 2021 Notes and Second November 2021 Warrants are convertible and
exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00366 per share (subject to adjustment).
The Second November 2021 Notes and Second November 2021 Warrants included a down-round provision under which the conversion price and
exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception
of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that
of the Second November 2021 Notes and Second November 2021 Warrants. The conversion and exercise price of the Second November 2021 Notes
and Second November 2021 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities.
At the election of the Second November 2021 Investor, the Second November 2021 Notes were convertible in whole or in part at any time
and from time to time. On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company
to the Second November 2021 Investor. Upon the approval of the Second November 2021 Investor, the Company modified the terms of the Second
November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased.
As a result, the Second November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable
upon conversion of the Second November 2021 Notes. The Company issued additional warrants to purchase up to 109,289,616 shares of common
stock to the Second November 2021 Investor which increased the total relative fair value of all warrants in total by $ 22,429. This was
recorded as debt discount which is being amortized over the life of the Second November 2021 Notes (see Note 9). The modification of
the Second November 2021 SPA did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges;
 however it represented a substantial modification whereby the Second November 2021 Investor received a substantial amount of additional
warrants for the same principal amount of investment; hence it was accounted for, in substance, as a debt modification ASC 470-50 and
no gain or losses were recognized. As of September 30, 2022, the Second November 2021 Notes had an outstanding principal balance of $ 500,000
and accrued interest of $ 34,520. The Second November 2021 Notes are included in the accompanying balance sheet at $ 69,417 as a long-term
convertible note payable, net of discount in the amount of $ 430,583 as of September 30, 2022. On November 29, 2022, the Second November
2021 Notes were exchanged for a new convertible debenture (see below).

 On
November 1, 2021, the Company entered into a Securities Purchase Agreement ("Third November 2021 SPA") with an investor ("Third
November 2021 Investor") to purchase two convertible notes (collectively as "Third November 2021 Notes") and two accompanying
warrants (collectively as "Third November 2021 Warrants"), for an aggregate investment amount of $ 500,000. The first note
issued on November 1, 2021, had a principal balance of $ 250,000 and accompanying warrants to purchase up to 13,661,203 shares of common
stock. The second note issued on December 1, 2021, had a principal balance of $ 250,000 and accompanying warrants to purchase up to 13,661,203
shares of common stock. The Company received $ 500,000 in aggregate proceeds from the Third November 2021 Notes. The Third November 2021
Notes bore an interest rate of 8 % per annum and were to mature on November 1, 2026. The Third November 2021 Warrants are exercisable
at any time and expire on November 1, 2026. The Third November 2021 Warrants to purchase up to 27,322,406 shares of common stock were
valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which was being amortized over the life
of the Third November 2021 Notes. The Third November 2021 Notes and Third November 2021 Warrants were convertible and exercisable, respectively,
into shares of the Company's common stock at a price equal to $ 0.00366 per share (subject to adjustment). The Third November 2021
Notes and Third November 2021 Warrants included a down-round provision under which the conversion price and exercise price are reduced
if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined
in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Third November 2021 Notes
and Third November 2021 Warrants. The conversion and exercise price of the Third November 2021 Notes and Third November 2021 Warrants
are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. At the election of the Third
November 2021 Investor, the Third November 2021 Notes were convertible in whole or in part at any time and from time to time. On January
26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Third November 2021 Investor.
 Upon the approval of the Third November 2021 Investor, the Company modified the terms of the Third November 2021 SPA which increased
the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November
2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third
November 2021 Notes. The Company issued additional warrants to purchase up to 109,289,616 shares of common stock to the Third November
2021 Investor which increased the total relative fair value of all warrants in total by $ 22,429. This was recorded as debt discount which
is being amortized over the life of the Third November 2021 Notes (see Note 9). The modification of the Third November 2021 SPA did not
meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges; however it represented a substantial
modification whereby the Third November 2021 Investor received a substantial amount of additional warrants for the same principal amount
of investment; hence it was accounted for, in substance, as a debt modification ASC 470-50 and no gain or losses were recognized. As
of September 30, 2022, the Third November 2021 Notes had an outstanding principal balance of $ 500,000 and accrued interest of $ 34,411
and are included in the accompanying balance sheet at $ 69,417 as a long-term convertible note payable, net of discount in the amount
of $ 430,583 as of September 30, 2022. On November 29, 2022, the Third November 2021 Notes were exchanged for a new convertible debenture
(see below).

 F- 20

 On
January 27, 2022, the Company entered into a Securities Purchase Agreement ("First January 2022 SPA") with an investor ("First
January 2022 Investor") to purchase a convertible note with a principal balance of $ 500,000 ("First January 2022 Note")
with the Company receiving $ 500,000 in proceeds and accompanying warrants to purchase up to 136,612,022 shares of common stock ("First
January 2022 Warrants"). The First January 2022 Note bore an interest rate of 8 % per annum and was to mature on November 1, 2026.
The First January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The First January 2022 Warrants to purchase
up to 136,612,022 shares of common stock were valued at $ 498,428 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the First January 2022 Note. The First January 2022 Note and First January 2022 Warrants were
convertible and exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00366 per share (subject
to adjustment). The First January 2022 Note and First January 2022 Warrants included a down-round provision under which the conversion
price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the
exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price
than that of the First January 2022 Note and First January 2022 Warrants include. The conversion and exercise price of the First January
2022 Note and First January 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended
securities. At the election of the First January 2022 Investor, the First January 2022 Note was convertible in whole or in part at any
time and from time to time. As of September 30, 2022, the First January 2022 Note had an outstanding principal balance of $ 500,000 and
accrued interest of $ 26,959 and is included in the accompanying balance sheet at $ 72,081 as a long-term convertible note payable, net
of discount in the amount of $ 427,919 as of September 30, 2022. On November 29, 2022, the First January 2022 Note was exchanged for a
new convertible debenture (see below).

 On
January 31, 2022, the Company entered into a Securities Purchase Agreement ("Second January 2022 SPA") with an investor ("Second
January 2022 Investor") to purchase a convertible note with principal balance of $ 500,000 ("Second January 2022 Note")
with the Company receiving $ 500,000 in proceeds and accompanying warrants to purchase up to 136,612,022 shares of common stock ("Second
January 2022 Warrants"). The Second January 2022 Note bore an interest rate of 8 % per annum and was to mature on November 1, 2026.
The Second January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The Second January 2022 Warrants to purchase
up to 136,612,022 shares of common stock were valued at $ 498,428 using the relative fair value method and recorded as a debt discount
which was being amortized over the life of the Second January 2022 Note. The Second January 2022 Note and Second January 2022 Warrants
were convertible and exercisable, respectively, into shares of the Company's common stock at a price equal to $ 0.00366 per share
(subject to adjustment). The Second January 2022 Note and Second January 2022 Warrants included a down-round provision under which the
conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities,
with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise
price than that of the Second January 2022 Note and Second January 2022 Warrants. The conversion and exercise price of the Second January
2022 Note and Second January 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended
securities. At the election of the Second January 2022 Investor, the Second January 2022 Note was convertible in whole or in part at
any time and from time to time. As of September 30, 2022, the Second January 2022 Note had an outstanding principal balance of $ 500,000
and accrued interest of $ 26,520 and is included in the accompanying balance sheet at $ 71,221 as a long-term convertible note payable,
net of discount in the amount of $ 428,779. On November 29, 2022, the Second January 2022 Note was exchanged for a new convertible debenture
(see below).

 F- 21

April 2022, the Company entered into a Securities Purchase Agreement ("Second April 2022 SPA") with various investors ("Investors"),
to purchase convertible notes for an aggregate investment amount of $ 425,000 (collectively as "Second April 2022 Notes")
with the Company receiving $ 425,000 of proceeds and accompanying warrants to purchase up to an aggregate of 17,857,144 shares of common
stock (collectively as "Second April 2022 Warrants"). The Second April 2022 Warrants were valued at $ 335,593 using the relative
fair value method and were recorded as debt discount which was being amortized over the life of the Second April 2022 Notes. The Second
April 2022 Notes bore an interest rate of 8 % per annum and were to mature on April 1, 2027. The Second April 2022 Warrants are exercisable
at any time and expire on April 1, 2027. The Second April 2022 Notes and Second April 2022 Warrants were convertible and exercisable,
respectively, into shares of the Company's common stock at a price equal to $ 0.00476 per share (subject to adjustment). The Second
April 2022 Notes and Second April 2022 Warrants included a down-round provision under which the conversion price and exercise price are
reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance
(as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second April
2022 Notes and Second April 2022 Warrants. The conversion and exercise price of the Second April 2022 Notes and Second April 2022 Warrants
are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. For so long as the Second April
2022 Warrants remains outstanding and until the listing by the Company or the trading of the common stock on a Qualified National Exchange
(as defined in the agreement); (i) if the Company issues warrants to investors in a Subsequent Offering, and such warrants equal more
than 20% warrant coverage, then a number of additional shares will be added to the Second April 2022 Warrants such that the Second April
2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors in the Subsequent Offering and; (ii) if
the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless exercise, then the Second April 2022
Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent Offering. At the election
of the Investors, the Second April 2022 Notes were convertible in whole or in part at any time and from time to time. As of September
30, 2022, the Second April 2022 Notes had an aggregate outstanding principal balance of $ 425,000 and accrued interest of $ 15,710 and
are included in the accompanying balance sheet at $ 120,808 as a long-term convertible note payable, net of discount in the amount of
$ 304,192 as of September 30, 2022. On November 29, 2022, the Second April 2022 Notes were exchanged for a new convertible debenture (see
below).

 On
July 1, 2022, the Company entered into a Securities Purchase Agreement with an investor ("July 2022 Investor"), to purchase
a convertible note for a principal amount of $ 50,000 ("July 2022 Note") with the Company receiving $ 50,000 of proceeds and
accompanying warrants to purchase 2,100,840 shares of common stock ("July 2022 Warrants"). The July 2022 Note bore an interest
rate of 8 % per annum and was to mature on April 1, 2027. The July 2022 Warrants are exercisable at any time and expire on April 1, 2027.
The July 2022 Warrants were valued at $ 7,037 using the relative fair value method and were recorded as debt discount to be amortized
over the life of the July 2022 Note. The July 2022 Note and July 2022 Warrants were convertible and exercisable, respectively, into shares
of the Company's common stock at a price equal to $ 0.00476 per share (subject to adjustment). The July 2022 Note and July 2022
Warrants included a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues
any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended
outstanding securities, at a lower conversion or exercise price than that of the July 2022 Note and July 2022 Warrants. The conversion
and exercise price of the July 2022 Note and July 2022 Warrants are reduced equal to the lower conversion and exercise price of the new
issuance or amended securities. For so long as the July 2022 Warrants remains outstanding and until the listing by the Company or the
trading of the common stock on a Qualified National Exchange (as defined in the agreement); (i) if the Company issues warrants to investors
in a Subsequent Offering, and such warrants equal more than 20% warrant coverage, then a number of additional shares will be added to
the July 2022 Warrants such that the July 2022 Warrants shall equal the same percentage of the warrant coverage offered to the investors
in the Subsequent Offering and; (ii) if the Company issues warrants in a Subsequent Offering which may be exercised by means of a cashless
exercise, then the July 2022 Warrants shall be exercisable by the same cashless exercise feature of the warrants issued in the Subsequent
Offering. As of September 30, 2022, the July 2022 Note had an outstanding principal balance of $ 50,000 and accrued interest of $ 953 and
is included in the accompanying balance sheet at $ 43,337 as a long-term convertible note payable, net of discount in the amount of $ 6,663.
On November 29, 2022, the July 2022 Note was exchanged for a new convertible debenture (see below).

 On
October 22, 2022, the Company issued a new convertible note for $ 200,000 to an existing investor for the settlement of claims (the "Settlement
Note"). In connection with the issuance of the Settlement Note, the Company recorded a settlement expense of $ 200,000. On November
29, 2022, the Settlement Note was exchanged for a new convertible debenture (see below).

 F- 22

 On
November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debentures discussed below, the Second November
2021 Warrants, Third November 2021 Warrants, January 2022 Warrants, Second January 2022 Warrants, Second April 2022 Warrants, and the
July 2022 Warrants, aggregating 566,406,072 warrants, were amended to reduce the exercise price to $ 0.003 per share. Additionally, 16,393,443
warrants issued to a placement agent in January 2022 were amended to reduce the exercise price to $ 0.003 per share. In conjunction with
the price reduction, the price protection feature for all these warrants was eliminated. All other terms of the warrants remained the
same. As a result of the November 29, 2022, amendment to the exercise price, the Company calculated the difference between the warrants
fair values on November 29, 2022, the date of the amendment, using the then current exercise price ranging from $ 0.00366 to $ 0.00476
and the new exercise price of $ 0.003 and determined that the difference was insignificant.

Exchange Agreements and New Convertible Debentures and Warrants dated November 29, 2022

 On
November 29, 2022, the Company consummated the Initial Closing of the Offering pursuant to the terms and conditions of the Purchase Agreement,
by and among the Company, certain accredited investors (the "Purchasers") and Cavalry Fund I Management LLC, a Delaware limited
liability company, in its capacity as collateral agent (the "Collateral Agent"). At the Initial Closing, the Company sold
to the Purchasers (i) 10 % Original Issue Discount Senior Secured Convertible Debentures (the "New Debentures") in an aggregate
principal amount of $ 2,805,000 and (ii) warrants (the "Warrants" and together with the New Debentures, the "Underlying
Securities") to purchase up to 801,428,569 shares of common stock of the Company (the "Common Stock"), subject to adjustments
provided by the Warrants, which represents 100 % warrant coverage. The Company received a total of $ 2,095,288 in net proceeds at the Initial
Offering, net of the Original Issue Discount of $ 255,000, commissions of $ 296,800 and other offering costs of $ 157,912.

 The
Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject
to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders,
to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle
outstanding litigation, or enter into transactions with affiliates.

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with the above investors, whereby the Second November 2021
Notes, the Third November 2021 Notes, the First January 2022 Note, the Second January 2022 Note, the Second April 2022 Notes, the July
2022 Note, and the Settlement Note, with an aggregate principal amount of $ 2,675,000 (the "Exchanged Convertible Notes")
and accrued interest payable of $ 173,375 were exchanged for New Debentures. Additionally, on November 29, 2022, in order to induce the
investors to exchange their respective convertible notes into the New Debentures, the aggregate principal amount and accrued interest
payable was increased by 15 %, or $ 427,256, for the New Debentures with an aggregate principal amount of $ 3,275,631.

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 902 shares
of Series C-1 preferred stock with a stated value of $ 372,303, and holders of 3,037 shares of Series C-2 preferred stock with a stated
value of $ 1,245,935 were exchanged for the New Debentures. Additionally, on November 29, 2022, in order to induce the preferred stockholders
to exchange their respective preferred shares into the New Debentures, the aggregate stated value of the preferred shares was increased
by 15 %, or $ 242,736, for New Debentures with an aggregate principal amount of $ 1,860,974.

 On
January 27, 2023, the Company consummated the second closing (the "Second Closing") of the Offering pursuant to the terms
and conditions of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain accredited investors
(the "Second Closing Purchasers") and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity
as Collateral Agent. At the Second Closing, the Company sold the Purchasers (i) New Debentures in an aggregate principal amount of $ 1,045,000
and (ii) Warrants to purchase up to 298,571,429 shares of Common Stock, subject to adjustments provided by the Warrants, which represents
100% warrant coverage. The Company received a total of $ 950,000 in gross proceeds at the Second Offering, net of a 10% original issue
discount, before deducting offering expenses and commissions. Pursuant to the terms of the Placement Agency Agreement, the Company agreed
to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Second Offering, and (ii) issue to Gunnar additional
PA Warrants on the terms identical to the Warrants sold in the Second Offering in an amount equal to 10% of the New Debentures sold to
Second Closing Purchasers. As a result of the foregoing, the Company paid Gunnar an aggregate commission of $ 95,000 in connection with
the Second Closing. The Company also paid $ 7,500 in fees to Gunnar's legal counsel.

 F- 23

 The
New Debentures mature on November 29, 2023, subject to a three-month extension at the sole discretion of the Company. On November 27, 2023, the Company announced its intention to automatically
extend the Maturity Date of the Debentures for an additional three-month period such that the Debentures shall be due and payable on February
29, 2024 (See Note 14). The New Debentures
bear interest at 10 % per annum payable upon conversion or maturity. The Debentures are convertible into shares of Common Stock at any
time after the maturity date and prior to Mandatory Conversion (as defined below) at the conversion price equal to the lesser of: (i)
$ 0.003 per share and (ii) 70 % of the average of the VWAP (as defined in the Debentures) (or 50 % of the average of such VWAP if an event
of default has occurred and has not been cured) of the Common Stock during the ten Trading Day (as defined in the New Debentures) period
immediately prior to the applicable conversion date. The New Debentures are subject to Mandatory Conversion in the event the Company
closes a Qualified Offering. The conversion price per share of Common Stock in the case of a Mandatory Conversion shall be the Qualified
Offering Price. Alternatively, upon a Mandatory Conversion, the holders of the New Debentures may elect to exchange their Debentures
for newly issued convertible preferred securities at a price per share equal to the Qualified Offering Price or the five-day VWAP of
the Common Stock prior to the date that is 181 days after the closing of the Qualified Offering.

 Notwithstanding
the preceding, holders of New Debentures shall have the right to require satisfaction of up to 40% of all amounts outstanding under the
Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require
satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The New Debentures
also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion
of the New Debentures in case of certain future dilutive events or stock-splits and dividends.

 The
Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject
to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders,
to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle
outstanding litigation, or enter into transactions with affiliates.

 The
Company's obligations under the Purchase Agreement and the New Debentures are secured by a first priority lien on all the assets
of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the "Security Agreement") by and among
the Company, the Purchasers and the Collateral Agent.

 If
the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any
indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater
than $ 250,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become due and payable, the New Debenture shall be deemed in default
and the default provisions shall apply.

 F- 24

 In
connection with the Securities Exchange Agreements with investors for the exchange of the convertible notes and preferred shares for
the New Debentures discussed above, the Company issued an aggregate of 2,567,601,521 warrants to investors. The Warrants are exercisable
for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing,
at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified
Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount
equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured)
for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective
registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified
Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for
any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection
provisions providing for adjustment of the number of securities issuable upon exercise of the Warrants in case of certain future dilutive
events or stock-splits and dividends.

 As
discussed above, on November 29, 2022, in order to induce the investors to exchange their respective convertible notes and preferred
stock into the New Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the
stated value of exchanged preferred stock was increased by 15 %, or an aggregate amount of $ 669,992. This inducement fee was included
in loss from debt extinguishment on the accompanying statement of operations during the year ended September 30, 2023. Additionally,
the remaining debt discount on Exchanged Convertible Notes of $ 1,949,909 was written off and included in loss from debt extinguishment
on the accompanying statement of operations during the year-ended September 30, 2023.

 In
connection with the Initial Closing of the private placement, the Company and Joseph Gunnar & Co. LLC, a U.S. registered broker-dealer
("Gunnar"), entered into a placement agency agreement (the "Placement Agency Agreement"), pursuant to which Gunnar
agreed to act as the placement agent for the Offering (the "Placement Agent"). Pursuant to the terms of the Placement Agency
Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Offering, and (ii)
issue to Gunnar warrants (the "PA Warrants") on the terms identical to the Warrants sold in the Offering in an amount equal
to 10% of the Underlying Securities sold to investors. As a result of the foregoing, in connection with the Initial Closing, the Company
paid Gunnar an aggregate commission of $ 305,000. The Company also paid $ 50,000 in fees to Gunnar's legal counsel and paid Gunnar
a financial advisory fee of $ 50,000. In addition, Gunner received 124,489,795 warrants. Additionally, the Company issued 16,000,000 warrants
to a consultant in connection with the private placement offering. Additionally, in connection with the Second Closing, the Company paid
Gunnar an aggregate commission of $ 95,000, paid $ 7,500 in fees to Gunnar's legal counsel, and Gunnar received 38,775,510 additional
warrants. The Placement Agent warrants have the same terms as the Investor warrants noted above.

 Analysis
of Exchange Agreements, Related Party Debenture, April 2023 Related Party Debenture, and New Debentures, and Related Warrants

 In
accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company performed an assessment of whether the Exchange Agreement
transactions with related parties and investors was deemed to be new debt, a modification of existing debt, or an extinguishment of existing
debt. The Company evaluated the November 29, 2022 Exchange Agreements for debt modification and concluded that the debt exchanges qualified
for debt extinguishment. The Company determined the transactions were considered a debt extinguishment because the change in debt, the
inducement premiums (related parties and third parties) discussed previously totaling $ 1,724,489, and the issuance of new warrants was
substantial. Upon extinguishment, the Company had an aggregate of $ 3,718,288 of unamortized initial debt discount recorded which was
written off and included in loss on debt extinguishment on the accompanying statement of operations during the year-ended September
30, 2023.

 Derivative
Liabilities Pursuant to Related Party Debentures and New Debentures and Related Warrants

to the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity's Own Stock, the New
Related Party Debentures,, the New Debentures, and the aggregate of 5,355,521,814 New Warrants issued in connection with the
Exchange Agreements were analyzed and it was determined that the terms of the New Related Party Debentures, the April 2023 Related
Party Debenture, the New Debentures and the related warrants contained terms that were considered derivatives due to the variable
conversion of the Debentures and exercise price of the warrants, and other provisions which includes events not within the control
of the Company. In accordance with ASC 815-40, the embedded conversion option contained in the debentures and the Warrants were
accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each
reporting date. The fair value of the embedded conversion options and warrants was determined using the Binomial Lattice valuation
model. At the end of each period and the date notes convert or are repaid, the Company revalues the derivative liabilities resulting
from the embedded options and warrants.

 F- 25

 In
connection with the issuance of the New Related Party Debentures and the New Debentures, and the related 5,355,521,814 new warrants,
on November 29, 2022, the initial measurement date, the aggregate fair values of the embedded conversion option derivatives and
warrant derivatives of $ 41,961,095
was recorded as derivative liabilities and was attributable to the following: 1) $ 21,986,653
of derivative liabilities was attributable to the New Related Party Debentures and related warrants which was allocated to debt
discount up to the net principal amount of the New Related Party Debentures of $ 8,837,284,
with the remainder of $ 13,149,369
charged to current period operations as initial derivative expense, and 2) $ 19,974,442
of derivative liabilities was attributable to the New Debentures and related New Warrants which was allocated to debt discount up to the
net principal amount of the New Debentures of $ 7,231,894,
with the remainder of $ 12,742,548
charged to current period operations as initial derivative expense. In connection with the issuance of the New Debentures and
related warrants, on January 27, 2023, the initial measurement date of the Second Closing, the aggregate fair values of the embedded
conversion option derivatives and warrant derivatives of $ 2,192,488
was recorded as derivative liabilities and was attributable to the following: 1) $ 2,192,488
of derivative liabilities was attributable to the New Debentures and related warrants which was allocated to debt discount up to the
net principal amount of the New Debentures of $ 831,922,
with the remainder of $ 1,360,566
charged to current period operations as initial derivative expense. In connection with the issuance of the April 2023 Related Party
Debenture and related warrant, on April 22, 2023, the initial measurement date of this closing, the aggregate fair values of the
embedded conversion option derivatives and warrant derivatives of $ 326,630
was recorded as derivative liabilities and was attributable to the following: 1) $ 141,000
of derivative liabilities was attributable to the April 2023 Related Party Debenture and related warrant which was allocated to debt
discount up to the remaining net principal amount of the April 2023 Related Party Debenture of $ 141,000
(after original issue discount of $ 14,100),
with the remainder of $ 185,630
charged to current period operations as initial derivative expense. In connection with the revaluation and the initial derivative
expense, the Company recorded an aggregate derivative income of $ 615,796
during the year-ended September 30, 2023, including an initial derivative expense of $ 27,438,113
and a change in fair value for the period of $( 28,053,909).

 The
Company uses the Binomial Valuation Model to determine the fair value of its conversion options and new stock warrants which requires
the Company to make several key judgments including:

 the
 value of the Company's common stock;

 the
 expected life of issued stock warrants and convertible debt;

 the
 expected volatility of the Company's stock price;

 the
 expected dividend yield to be realized over the life of the convertible debt and stock warrants; and

 the
 risk-free interest rate over the expected life of the convertible debt and stock warrants.

the year-ended September 30, 2023, the fair value of the embedded options and stock warrants were estimated at issuance using the Binomial
Valuation Model with the following assumptions:

OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS

 2023

 Dividend rate

 —
 %

 Term (in years)

 0.15
 to 6.5 years

 Volatility

 148.59
 to 396.53
 %

 Risk—free interest rate

 3.60 %
 to 5.55
 %

 The
Company's computation of the expected life of issued stock warrants was based on the simplified method as the Company does not
have adequate exercise experience to determine the expected term. The interest rate was based on the U.S. Treasury yield curve in effect
at the time of grant. The computation of volatility was based on the historical volatility of the Company's common stock.

 F- 26

the years-ended September 30, 2023 and 2022, amortization of debt discounts related to the convertible notes payable and exchanged Debentures
was $ 15,284,413 and $ 738,521, respectively, which has been included in interest expense on the accompanying statements of operations.

 Notes
Payable - Related Parties

 On September 30, 2023 and 2022, notes payable - related parties consisted
of the following:

OF NOTES PAYABLE - RELATED PARTIES

 30,
 2023

 30,
 2022

 Principal amount

 $
 1,172,466

 $
 350,000

 Less: debt discount

 ( 23,024
)

 -

 Notes payable – related parties, net

 1,149,442

 350,000

 Less: current portion
 of notes payable - related parties

 ( 1,149,442
)

 ( 350,000
)

 Notes payable –
 related parties, net – long-term

 $
 -

 $
 -

 F- 27

 On
April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of
Directors and a related party, for a principal amount of $ 100,000.
The Company received proceeds of $ 100,000.
The note bears an annual interest rate of 1 %,
matures on April 1, 2022, and can be prepaid in whole or in part without penalty. Pursuant to the note, the Company has a 90-day
grace period following the maturity date after which the lender was permitted to charge a late payment fee equal to 1 %
of the outstanding principal balance and cost of collection, including legal fees. On May 5, 2022, the Company and Jeffrey Busch
(collectively as "Parties") amended the April 26, 2021 note with principal amount of $ 100,000
("Original Note") pursuant to which the Parties increased the principal amount to $ 350,000
("New Note") with the Company receiving an additional $ 250,000
of proceeds and added a contingent conversion feature. The New Note bears an annual interest rate of 1 %
(which shall increase to 2 %
in the event of a default) and matures on May 5, 2024. The New Note may not be prepaid and is only convertible upon an occurrence of
a public offering. The outstanding principal plus any unpaid accrued interest ("Conversion Amount") of the New Note is
convertible into shares of common stock at the price for which the common stock was sold in the public offering. Pursuant to ASC
470-50 - Debt Modifications and Exchanges, the amendment was accounted for as a debt extinguishment because the contingent
conversion feature added to the New Note resulted in a substantial modification of the Original Note. No gain or loss was recognized
in connection with the debt extinguishment. As of September 30, 2023 and 2022, the New Note had an outstanding
principal balance of $ 350,000,
reflected as notes payable – related parties in the accompanying balance sheets since the conditions for its contingent
conversion has not yet been met. As of September 30, 2023 and 2022, the Company had accrued interest payable
reflected as accrued liabilities – related party on the note of $ 5,974
and $ 2,474,
respectively (see Note 8).

 On October 21, 2021, the Company entered into a Promissory Note Agreement
with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal amount of $ 150,000. The Company
received proceeds of $ 150,000. The note bore an annual interest rate of 1 %, matured on December 1, 2021, and could have been prepaid in
whole or in part without penalty. Pursuant to the note, the Company has a 90-day grace period following the maturity date after which
the lender was permitted to charge a late payment fee equal to 1 % of the outstanding principal balance and cost of collection, including
legal fees. During the year ended September 30, 2022, the Company fully paid the outstanding balance on the note. As of September 30,
2022, the note had no outstanding balance (see Note 8).

 2023
Promissory Notes

 On
April 28, 2023, the Company entered into a Promissory Note Agreement with Douglas Mergenthaler who is a related party, for a principal
amount of $ 110,000. The Company received proceeds of $ 100,000, net of original issue discount of $ 10,000. The note bears an annual interest
rate of 10 %, matures on April 28, 2024, and can be prepaid in whole or in part without penalty. If the Company raises at least $ 1,000,000
in a securities offering subsequent to the date of this note (a "Subsequent Offering"), Mr. Mergenthaler shall have the right,
but not the obligation, to convert all amounts outstanding under this loan into the same security offered in the Subsequent Offering
at the price per security being paid by the investors in such offering. On August 18, 2023, the Company repaid $ 108,000 of the note.
As of September 30, 2023, the Note had an outstanding principal balance of $ 2,000, reflected as notes payable – related
parties in the accompanying balance sheets and accrued interest payable of $ 3,218 (see Note 8).

 From May 2023 to July 2023, the Company entered into Promissory Note
Agreements with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for an aggregate principal amount
of $ 521,966. The Company received proceeds of $ 487,681, net of original issue discount of $ 34,285. The notes bear an annual interest rate
of 10 %, mature in May and June 2024 and can be prepaid in whole or in part without penalty. If the Company raises at least $ 1,000,000
in a securities offering subsequent to the date of this note (a "Subsequent Offering"), Mr. Busch shall have the right, but
not the obligation, to convert all amounts outstanding under this loan into the same security offered in the Subsequent Offering at the
price per security being paid by the investors in such offering. In August 2023, the Company repaid $ 114,000 of these notes. As of September
30, 2023, these Notes had an outstanding principal balance of $ 380,966, reflected as notes payable – related parties in the
accompanying balance sheets and accrued interest payable of $ 15,366, reflected as accrued liabilities – related parties in
the accompanying balance sheet (see Note 8).

 IMAC
Promissory Note

 On July 28, 2023, the Company issued a Promissory Note Agreement with
IMAC Holdings, Inc. ("IMAC") for a principal amount of $ 439,500. The Company received proceeds of $ 439,500. The note bears
an annual interest rate of 6 %, matures on July 28, 2024 and can be prepaid in whole or in part without penalty. The indebtedness evidenced
by this Note is subordinated and junior in right of payment to the prior payment in full of all of the Company's debentures issued
pursuant to that certain Securities Purchase Agreement, dated as of November 29, 2022, as amended, and that certain Securities Exchange
Agreement, dated as of November 29, 2022. As of September 30, 2023, this note had an outstanding principal balance of $ 439,500, reflected
as notes payable – related parties in the accompanying balance sheets and accrued interest payable of $ 4,696, reflected as
 accrued liabilities – related parties in the accompanying balance sheet (see Note 8).

 F- 28

the year ended September 30, 2023, amortization of debt discount related to notes payable – related parties was to $ 21,261.

 Notes
Payable - Other

 In
September 2017, the Company entered into a note agreement with a third-party investor. Pursuant to the note, the Company borrowed a
principal amount of $ 1,000.
The note bears an annual interest rate of 33.3 %,
is unsecured and in default due to non-payment of the balance pursuant to the repayment terms. As of September 30, 2023, the note
had principal and accrued interest balances of $ 1,000
and $ 2,021,
respectively. As of September 30, 2022, the note had principal and accrued interest
balances of $ 1,000 and $ 1,689, respectively.

the years ended September 30, 2023 and 2022, amortization of debt discounts on notes payable debt was $ 15,284,413 and $ 738,521, respectively,
which is included in interest expense on the accompanying statements of operations.

 NOTE
7 – LEASE LIABILITIES

 Financing
Lease Right-of-Use ("ROU") Assets and Financing Lease Liabilities

November 2018, the Company entered into a financing agreement with the first lessor to finance the purchase of equipment. Pursuant to
the financing agreement, the Company shall make a monthly payment of $ 379 for a period of 60 months commencing in November 2018 through
October 2023. At the effective date of the financing agreement, the Company recorded a financing lease payable of $ 16,065.

November 2018, the Company entered into a financing agreement with a second lessor to finance the purchase of equipment. Pursuant to
the financing agreement, the Company shall make a monthly payment of $ 1,439 for a period of 60 months commencing in November 2018 through
October 2023. At the effective date of the financing agreement, the Company recorded a financing lease payable of $ 62,394.

March 2019, the Company entered into a financing agreement with a third lessor to finance the purchase of equipment. Pursuant to the
financing agreement, the Company shall make a monthly payment of $ 1,496 for a period of 60 months commencing in March 2019 through February
2024. At the effective date of the financing agreement, the Company recorded a financing lease payable of $ 64,940.

August 2019, the Company entered into a financing agreement with a fourth lessor to finance the purchase of equipment. Pursuant to the
financing agreement, the Company shall make a monthly payment of $ 397 for a period of 60 months commencing in August 2019 through July
2024. At the effective date of the financing agreement, the Company recorded a financing lease payable of $ 19,622.

January 2020, the Company entered into a financing agreement with a fifth lessor to finance the purchase of equipment. Pursuant to the
financing agreement, the Company shall make a monthly payment of $ 1,395 for a period of 60 months commencing in January 2020 through
December 2025. At the effective date of the financing agreement, the Company recorded a financing lease payable of $ 68,821.

 The
significant assumption used to determine the present value of the financing lease payables was the discount rate which ranged from 8 %
and 15 % based on the Company's estimated effective rate pursuant to the financing agreements.

 Financing
lease right-of-use assets ("Financing ROU") is summarized below:

OF FINANCIAL LEASE RIGHT-OF-USE ASSETS

 30,
 2023

 30,
 2022

 Financing ROU assets

 $

 $

 Less accumulated
 amortization

 ( 212,853
)

 ( 166,887
)

 Balance of Financing
 ROU assets

 $
 18,988

 $
 64,954

 F- 29

 For
the years ended September 30, 2023 and 2022, amortization expense related to Financing ROU assets was $ 45,967 and $ 46,369, respectively.

 Financing
lease liability related to the Financing ROU assets is summarized below:

OF FINANCING LEASE LIABILITY RELATED TO FINANCING RIGHT-OF-USE ASSETS

 30,
 2023

 30,
 2022

 Financing
 lease payables for equipment

 $

 $

 Total financing lease payables

 Payments of financing
 lease liabilities

 ( 197,451
)

 ( 143,456
)

 Total

 34,390

 88,385

 Less: short term
 portion

 ( 30,262
)

 ( 53,995
)

 Long term portion

 $
 4,128

 $
 34,390

 Future
minimum lease payments under the financing lease agreements on September 30, 2023 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCING LEASE

 Years
 ending September 30,

 2024

 $
 31,900

 2025

 4,185

 Total minimum financing lease payments

 36,085

 Less: discount to fair
 value

 ( 1,695
)

 Total financing lease
 payable on September 30, 2023

 $
 34,390

Lease Right-of-Use ("ROU") Asset and Operating Lease Liabilities

 In
December 2019, the Company entered into a lease agreement for its corporate and laboratory facility in Golden, Colorado. The lease is
for a period of 61 months, with an option to extend, commencing in February 2020 and expiring in February 2025. Pursuant to the lease
agreement, the lease requires the Company to pay a monthly base rent of; (i) $ 4,878 in the first year; (ii) $ 5,026 in the second year;
(iii) $ 5,179 in the third year; (iv) $ 5,335 in the fourth year and; (v) $ 5,495 in the fifth year, plus a pro rata share of operating
expenses beginning February 2020.

 In
February 2020, pursuant to ASC 842 – Leases, the Company calculated the present value of the total lease payments using
a discount rate of 12 % which was based on the Company's estimated incremental borrowing rate. The Company recorded an operating
right-of-use asset and lease liability of $ 231,337 in connection with the lease.

 On
June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (the "Lease Amendment"), effective October
3, 2021, for its laboratory facility in Golden, CO (see Note 11). The Lease Amendment provided for: (i) an extension to the term of the
original lease to five years following the completion of the Company's improvements to the Expansion Premises (defined below);
(ii) an expansion of the premises to include the premises located at Unit 404, Building F, 15000 West 6th Avenue, Golden, Colorado 80401,
consisting of approximately 4,734 rentable square feet (the "Expansion Premises"); (iii) an annual base rent modification;
(iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal options, each
for five year terms, for a total of ten years.

 F- 30

to the Lease Amendment, the Company will pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893
for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394
for year eight; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve;
(13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen.

 In October 2021, pursuant to ASC 842 – Leases, the Company
wrote off the balances of the operating asset of $ 168,664 and operating liability of $ 176,893 related to the original lease and recognized
a gain on lease modification in the amount of $ 8,229, which was included in general and administrative expense in the accompanying statement
of operation. The Company calculated the present value of the total lease payments in the Lease Amendment using a discount rate of 8 %
which was based on the Company's incremental borrowing rate at the effective date and recorded an operating right-of-use asset and
an operating lease liability of $ 1,212,708.

 For
the year ended September 30, 2023, lease costs related to operating lease ROU asset and operating lease liabilities was $ 209,102 which
included base lease costs of $ 153,798 and other expenses such as common area maintenance and taxes of $ 55,304, all of which were expensed
during the period and included in general and administrative expenses on the accompanying statements of operations. For the year ended
September 30, 2022, lease costs related to operating lease ROU asset and operating lease liabilities was $ 155,184 which included base
lease costs of $ 115,823 and other expenses such as common area maintenance and taxes of $ 39,361, all of which were expensed during the
period and included in general and administrative expenses on the accompanying statements of operations.

Right-of-use asset ("ROU") is summarized below:

OF OPERATING RIGHT-OF-USE ASSETS

 30,
 2023

 30,
 2022

 Operating office lease

 $

 $

 Less accumulated
 reduction

 ( 108,362
)

 ( 57,847
)

 Balance of Operating
 ROU asset

 $
 1,104,346

 $
 1,154,861

lease liability related to the ROU asset is summarized below:

OF OPERATING LEASE LIABILITY RELATED TO RIGHT-OF-USE ASSETS

 30,
 2023

 30,
 2022

 office lease

 $

 $

 Total operating lease liability

 Reduction of operating
 lease liability

 ( 54,947
)

 ( 29,396
)

 Total

 1,157,761

 1,183,312

 Less: short term
 portion

 ( 31,388
)

 ( 25,551
)

 Long term portion

 $
 1,126,373

 $
 1,157,761

 Future
base lease payments under the non-cancellable operating lease on September 30, 2023 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE

 Years
 ending September 30,

 2024

 $
 122,893

 2025

 126,580

 2026

 130,377

 2027

 135,163

 2028

 139,218

 2029 and thereafter

 1,274,749

 Total minimum non-cancellable operating lease
 payments

 1,928,980

 Less: discount to fair
 value

 ( 771,219
)

 Total operating lease
 liability on September 30, 2023

 $
 1,157,761

 F- 31

 NOTE
8 – RELATED-PARTY TRANSACTIONS

 Convertible
notes payable – related parties

 On
May 12, 2021, the Company and the May 2021 Investor entered into a May 2021 SPA to purchase a convertible May 2021 Note with principal
value of $ 1,000,000 and accompanying May 2021 Warrants (see Note 6). In connection with the Company's obligations under the May
2021 Note, the Company entered into a security agreement with the May 2021 Investor as agent, pursuant to which the Company granted a
lien on the laboratory equipment of the Company, for the benefit of the related party. As of September 30, 2022, the May 2021 Note had
an outstanding principal balance of $ 1,000,000 and accrued interest of $ 20,164. On November 29, 2022, the May 2021 Note was exchanged
for a new convertible debenture (see Note 6).

 On
November 1, 2021, pursuant to the First November 2021 SPA, the First November 2021 Investor purchased three notes with aggregate principal
of $ 1,000,000 with accompanying First November 2021 Warrants to purchase up to an aggregate of 54,644,811 shares of common stock. As
of September 30, 2022, the First November 2021 Notes had an outstanding principal balance of $ 1,000,000 and accrued interest of $ 20,164.
On November 29, 2022, the First November 2021 Notes were exchanged for a new convertible debenture (see Note 6).

 On
January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November
2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which
increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the
First November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion
of the First November 2021 Notes. The Company issued additional warrants to purchase up to 218,579,234 shares of common stock to the
First November 2021 Investor which increased the total relative fair value of all warrants in total by $ 34,630 recorded as debt discount
which is being amortized over the life of the First November 2021 Notes (see Note 6 and 9).

 On
April 5, 2022, pursuant to the First April 2022 SPA, Matthew Schwartz, a member of the Board of Directors and a related party, purchased
a convertible note with principal amount of $ 100,000 with accompanying First April 2022 Warrants to purchase 4,201,681 shares of common
stock. The Company received net proceeds of $ 100,000 on March 24, 2022. As of September 30, 2022, the First April 2022 Note had an outstanding
principal balance of $ 100,000 and accrued interest of $ 3,901. On November 29, 2022, the First April 2022 Note was exchanged for a new
convertible debenture (see Note 6).

 On
May 9, 2022, pursuant to the May 2022 SPA the May 2022 Investor purchased four convertible notes for an aggregate investment amount of
$ 1,000,000 with accompanying May 2022 Warrants to purchase shares of common stock equal to 20 % of the number of the total shares of common
stock issuable upon the conversion of the May 2022 Notes. During the year ended September 30, 2022, the Company received an aggregate
of $ 1,000,000 of proceeds and issued an aggregate of 42,016,808 of the May 2022 Warrants. As of September 30, 2022, the May 2022 Notes
had an aggregate outstanding principal balance of $ 1,000,000 and accrued interest of $ 20,110. On November 29, 2022, the May 2022 Note
was exchanged for a new convertible debenture (see Note 6).

 On
June 15, 2022, pursuant to the June 2022 SPA, Danica Holley, a member of the Board of Directors and a related party, purchased a convertible
note with principal of $ 50,000 with accompanying June 2022 Warrants to purchase 2,100,840 shares of common stock. As of September 30,
2022, the June 2022 Note had an outstanding principal balance of $ 50,000 and accrued interest of $ 1,173. On November 29, 2022, the June
2022 Note was exchanged for a new convertible debenture (see Note 6).

 On
July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of
Directors and a related party, for a principal balance of $ 125,000, and on September 2, 2022, the Company entered into a second Demand
Promissory Note Agreement with Jeffrey Busch for a principal balance of $ 150,000 (collectively referred to as called the "Busch
Notes"). The Busch Notes bear an annual interest rate of 8 % and are payable on demand. The outstanding principal and accrued interest
on the Busch Note is contingently convertible, in full, at the option of the lender, into the same security which is being issued by
the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of September
30, 2022, the Busch Notes had an outstanding principal balance of $ 275,000 and accrued interest of $ 2,683 and are reflected in the accompanying
balance sheet as a short-term convertible note payable – related party. On November 29, 2022, the Busch Notes were exchanged for
a new convertible debenture (see Note 6).

 On
November 29, 2022, in connection with the Securities Exchange Agreements and New Related Party Convertible Debentures discussed in Note
6, the May 2021 Warrants, First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating
 385,441,138 warrants, were amended to reduce the exercise price to $ 0.003 per share. Additionally, 63,897,764 warrants issued in connection
with Series F preferred stock were amended to reduce the exercise price to $ 0.003 per share. In conjunction with the price reduction,
the price protection feature for all these warrants was eliminated. All other terms of the warrants remained the same. (See Note 6).

 F- 32

 On
November 29, 2022, the Company consummated the Initial Closing of the Offering pursuant to the terms and conditions of the Purchase Agreement,
by and among the Company the Related Party Purchasers and the Collateral Agent. At the Initial Closing, the Company sold the related
party Purchasers (i) the New Related Party Debentures in an aggregate principal amount of $ 550,000 and (ii) the New Related Party Warrants
to purchase up to 157,142,857 shares of Common Stock, subject to adjustments provided by the Warrants, which represents 100 % warrant
coverage. The Company received a total of $ 412,092 in net proceeds at the Initial Offering from the Related Party Purchasers, net of
the Original Issue Discount of $ 50,000, commissions of $ 58,200 and other offering costs of $ 29,708. (See Note 6).

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with the Exchanged Related Party Note Holders and accrued
interest payable of $ 120,750 was exchanged for New Related Party Debentures. Additionally, on November 29, 2022, in order to induce the
related party investors to exchange the respective convertible notes into the Related Party Debentures, the aggregate principal amount
of the Exchanged Related Party Notes and accrued interest payable was increased by 15 % (those issued for the August 11, 2022 and September
2, 2022 Demand Promissory Notes were issued with 10 % OID), or $ 589,505, for new Related Party Debentures with an aggregate principal
amount of $ 4,860,255. (See Note 6).

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related
party holders of 1,000 shares of Series E preferred stock with a stated value of $ 2,000,000 and accrued dividends payable of $ 66,630,
and related party holders of 500 shares of Series F preferred stock with a stated value of $ 1,000,000 and accrued dividends payable of
$ 33,315 were exchanged for the New Related Party Debentures. Additionally, on November 29, 2022, in order to induce the related party
preferred stockholders to exchange their respective preferred shares into the New Related Party Debentures, the aggregate stated value
and accrued dividends payable were increased by 15 %, or $ 464,992, for new Related Party Debentures with an aggregate principal amount
of $ 3,564,937. (See Note 6).

 On
April 11, 2023, the Company consummated a third closing (the "Third Closing") of the Offering pursuant to the terms and conditions
of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company and Jeffrey Busch (the "Third Closing
Related Party Purchaser"). At the Third Closing, the Company sold the Purchaser (i) a New Debenture with a principal amount of
$ 155,100 (the "April 2023 Related Party Debenture") and (ii) Warrants to purchase up to 44,314,286 shares of Common Stock,
subject to adjustments provided by the Warrants, which represents 100 % warrant coverage. The Company received a total of $ 141,000 in
net proceeds at the Third Offering, net of a 10 % original issue discount of $ 14,100 (See Note 6).

 On
August 16, 2023, the Company and IMAC Holdings, Inc. (see Note 6) entered into a Convertible Secured Promissory Note (the "IMAC
Note") pursuant to which IMAC has loaned to the Company $ 2,560,500. The proceeds of the IMAC Note are being used by the Company
for working capital and general corporate purposes. The IMAC Note will mature on August 16, 2024 and bears interest at 6 % per annum payable
quarterly, in cash, or, at the option of the holder, may accrue until conversion or maturity. The IMAC Note is convertible into shares
of the Company's common stock at any time after the issuance date at the conversion price equal to $ 0.00313 per share (the "Conversion
Price"). All amounts outstanding under the IMAC Note shall automatically convert into shares of the Company's common
stock upon and immediately prior to the consummation of the Merger and shall be subject to the terms of the Merger Agreement. Upon maturity,
in lieu of payment or as partial payment, the Company may elect to convert some or all of the outstanding amounts under the IMAC Note
into shares of common stock at the Conversion Price.

 Notes
payable – related parties

 On
April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors,
for a principal amount of $ 100,000 (see Note 6). On May 5, 2022, the parties amended the April 26, 2021 note into the New Note with the
Company receiving an additional $ 250,000 of proceeds and added a conversion feature. The New Note bears an annual interest rate of 1 %
(which shall increase to 2 % in the event of a default) and matures on May 5, 2024. As of September 30, 2023, the New Note had an outstanding
principal balance of $ 350,000, reflected as notes payable – related party in the accompanying balance sheet since the conditions
for its contingent conversion has not yet been met, and accrued interest of $ 4,219 (see Note 6). As of September 30, 2023 and September
30, 2022, the New Note had an outstanding principal balance of $ 350,000, reflected as notes payable – related parties in
the accompanying balance sheets since the conditions for its contingent conversion has not yet been met. As of September 30, 2023 and
2022, accrued interest amounted to $ 5,974 and $ 2,474, respectively (see Note 6).

 On
October 21, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors
and a related party, for a principal balance of $ 150,000. During the year ended September 30, 2022, the Company fully paid the outstanding
balance on the note. As of September 30, 2022, the note had no outstanding balance (see Note 6).

 On
August 11, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for
a principal balance of $ 375,000. The note bears an annual interest rate of 8 % and is payable on demand. The outstanding principal and
accrued interest of the note is contingently convertible, in full, at the option of the lender, into the same security which is being
issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of
September 30, 2022, this note had an outstanding principal balance of $ 375,000 and accrued interest of $ 4,110 and is reflected in the
accompanying balance sheet as a short-term convertible note payable – related party. On November 29, 2022, this note was exchanged
for a new convertible debenture (see Note 6).

 F- 33

 On
September 2, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder,
for a principal balance of $ 350,000. The note bears an annual interest rate of 8 % and is payable on demand. The outstanding principal
and accrued interest of the note is contingently convertible, in full, at the option of the lender, into the same security which is being
issued by the Company in its next private placement of equity or equity backed securities at any time after the inception date. As of
September 30, 2022, this note had an outstanding principal balance of $ 350,000 and accrued interest of $ 2,148 and is reflected in the
accompanying balance sheet as a short-term convertible note payable – related party. On November 29, 2022, this note was exchanged
for a new convertible debenture (see Note 6).

the year ended September 30, 2022, the Company advanced a total of $ 13,883 to a related party, which is an affiliate entity and a majority
stockholder of the Company. During the year ended September 30, 2022, the Company recorded bad debt expense of $ 35,594 related to the
write off of related party advances. As of September 30, 2023 and 2022, the Company had related party receivable balances of $ 0.

 On
November 1, 2022, the Company entered into Demand Promissory Note Agreements with two related parties, who are affiliate stockholders,
for a principal balance of $ 120,000. The notes bore an annual interest rate of 8 % and were payable on demand. The outstanding principal
and accrued interest of the notes was contingently convertible, in full, at the option of the lender, into the same security issued by
the Company in its next private placement of equity or equity backed securities at any time after the inception date. In December 2022,
these short-term loans were repaid.

 On
May 4, 2023, the Company entered into a Promissory Note Agreement with Douglas Mergenthaler who is a related party, for a principal amount
of $ 110,000. The Company received proceeds of $ 100,000, net of original issue discount of $ 10,000. The note bears an annual interest
rate of 10 %, matures on April 28, 2024 and can be prepaid in whole or in part without penalty. If the Company raises at least $ 1,000,000
in a securities offering subsequent to the date of this note (a "Subsequent Offering"), Mr. Mergenthaler shall have the right,
but not the obligation, to convert all amounts outstanding under this loan into the same security offered in the Subsequent Offering
at the price per security being paid by the investors in such offering. In August 2023, the Company repaid $ 108,000 of this note. As
of September 30, 2023, this Note had an outstanding principal balance of $ 2,000, reflected as notes payable – related parties
 in the accompanying balance sheets and accrued interest payable of $ 3,218 (see Note 6).

 From
May 2023 to July 2023, the Company entered into Promissory Note Agreements with Jeffrey Busch who serves as a member of the Board of
Directors and a related party, for an aggregate principal amount of $ 521,966. The Company received proceeds of $ 487,681, net of original
issue discount of $ 34,285. The notes bear an annual interest rate of 10 %, mature though July 2024 and can be prepaid in whole or in part
without penalty. If the Company raises at least $ 1,000,000 in a securities offering subsequent to the date of this note (a "Subsequent
Offering"), Mr. Busch shall have the right, but not the obligation, to convert all amounts outstanding under this loan into the
same security offered in the Subsequent Offering at the price per security being paid by the investors in such offering. In September
2023, the Company repaid $ 141,000 of these notes. As of September 30, 2023, these Notes had an outstanding principal balance of $ 380,966,
reflected as notes payable – related parties in the accompanying balance sheets and accrued interest payable of $ 15,366
(see Note 6).

 On
July 28, 2023, the Company issued a Promissory Note Agreement with IMAC Holdings, Inc. ("IMAC") for a principal amount of
$ 439,500. The Company received proceeds of $ 439,500. The note bears an annual interest rate of 6 %, matures on July 28, 2024 and can be
prepaid in whole or in part without penalty. As of September 30, 2023, this note had an outstanding principal balance of $ 439,500, reflected
as notes payable – related parties in the accompanying balance sheets and accrued interest payable of $ 4,696, reflected
as accrued liabilities – related parties in the accompanying balance sheet (see Note 8).

 Other

January 1, 2021, the Company entered into a consulting agreement with Mr. Kucharchuk, a member of the Board of Directors, to serve as
a strategic advisor. The agreement was effective for a period of twelve months, commencing on January 1, 2021 and was renewed on a month-to-month
basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement in accordance with the agreement. Pursuant to
the agreement, Mr. Kucharchuk shall be paid $ 2,000 per month. On April 30, 2023, this consulting agreement was terminated. On May 5,
2023, the Company and Mr. Kucharchuk entered into a letter agreement, whereby Mr. Kucharchuk was hired as the Company's Chief Financial
Officer. In connection with the letter agreement, Mr. Kucharchuk shall be paid $ 15,000 per month. As of September 30, 2023 and 30, 2022,
the Company had an accounts payable – related party balance of $ 0 and $ 12,000 related to the consulting agreement, respectively.

 In
July 2023, the Ruxin Employment Agreement was terminated and Dr. Ruxin became the Company's Chief Medical Officer (see consulting
agreement below). In connection with the termination of the Ruxin Employment Agreement, the Company accrued a severance payment due of
$ 900,000, which is included in accrued liabilities – related parties on the accompanying balance sheet at September 30, 2023. As
of September 30, 2023, the Company had aggregate accrued payroll related to Dr. Ruxin's salary deferment and accrued severance
payment of $ 1,099,974, which is included in accrued liabilities – related parties on the accompanying balance sheet. As of September
30, 2022, the Company had aggregate accrued payroll related to Dr. Ruxin's salary deferment and accrued severance payment of $ 112,500,
which is included in accrued compensation on the accompanying balance sheet.

 F- 34

 As
of September 30, 2023 and 2022, the Company owed several executives and directors for expense reimbursements and consulting fees in
the aggregate amount of $ 10,000 and $ 16,223, respectively, which is reflected on the accompanying balance sheet as Accounts payable
– related party.

 On
September 30, 2023 and 2022 net amounts due to related parties consisted of the following:

OF RELATED PARTIES TRANSACTION

 30,
 2023

 30,
 2022

 Convertible notes principal
 – related parties

 $
 11,440,792

 $
 4,150,000

 Discount on convertible notes - related
 parties

 ( 1,509,975
)

 ( 1,844,186
)

 Note payable principal – related parties

 1,172,466

 350,000

 Discount on notes - related parties

 ( 23,024
)

 -

 Accrued liabilities - related parties

 1,886,051

 76,927

 Accounts payable
 – related parties

 10,000

 16,223

 Total

 $
 12,976,310

 $
 2,748,964

 NOTE
9 – STOCKHOLDERS' DEFICIT

Stock

 On
July 1, 2022, the Company filed with the Nevada Secretary of State, an amendment to its Articles of Incorporation to increase its authorized
shares of common stock from 12,000,000,000 shares to 100,000,000,000 shares of common stock at $ 0.0001 per share par value.

A Preferred Stock

 On
August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,333 shares of the
authorized 26,667 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock is entitled to 500 votes for each
share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the
stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required
(except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action.

 As
of September 30, 2023 and 2022, there were 667 shares of the Company's Series A Preferred Stock issued and outstanding held by
a former member of the Board of Directors.

C-1 Preferred Stock

 On
May 18, 2020, the Company filed a certificate of designation, preferences and rights of Series C-1 Preferred Stock (the "Series
C-1 Certificate of Designation"), as amended on June 9, 2021, with the Nevada Secretary of State to designate 3,000 shares of its
previously authorized preferred stock as Series C-1 Preferred Stock, par value $ 0.0001 per share and a stated value of $ 4,128.42 per
share. The Series C-1 Certificate of Designation and its filing was approved by the Company's Board of Directors without shareholder
approval as provided for in the Company's articles of incorporation and under Nevada law. The holders of shares of Series C-1 Preferred
Stock have the following preferences and rights:

 F- 35

 On
June 9, 2021, the Company filed an Amendment (the "CoD Amendment") to the Series C-1 Certificate of Designation with the
Nevada Secretary of State. The filing of the CoD Amendment was approved by the Board on June 8, 2021, and by the holders of the majority
of the outstanding shares of Series C-1 Preferred Stock on June 8, 2021.

 The
CoD Amendment sets the triggering price for the anti-dilution price protection at $ 0.00275 per share, the same price as the Series C-2
Certificate of Designation. All other terms of the Series C-1 Certificate of Designation remain unchanged and in full force and effect.

 of shares of Series C-1 Preferred Stock are entitled to dividends or distributions on each share on an "as converted"
 into common stock basis, if, as and when declared from time to time by the Board of Directors.

 Each
 share of Series C-1 Preferred Stock is convertible into shares of common stock any time after
 the Initial Issuance Date at a conversion price of $ 0.0275 per share. The number of shares
 of common stock issuable upon conversion shall be determined by dividing (x) the conversion
 amount (determined by the sum of the stated value thereof plus any additional amount thereon
 which consist of all dividends, whether declared or not) of such share of Series C-1 by (y)
 the conversion price of $ 0.0275 per share (subject to temporary adjustment upon a triggering
 event as defined by the Series C-1 Certificate of Designation, to 80 % of the conversion price).
 The adjusted conversion price is only in effect until the triggering event is cured. The
 convertibility of shares of Series C-1 Preferred Stock is limited such that a holder of Series
 C-1 Preferred Stock may not convert Series C-1 Preferred Stock to common stock to the extent
 that the number of shares of common stock to be issued pursuant to such conversion, when
 aggregated with all other shares of common stock owned by the holder at such time, would
 result in the holder beneficially owning (as determined in accordance with Section 13(d)
 of the Securities Exchange Act of 1934) more than 4.99 % of all of the Company's common
 stock outstanding.

 In
 the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance
 (as defined in the Series C-1 Certificate of Designation), at a price of or with an exercise price or conversion price of less than
 $ 0.0275 per share (see amendment discussed above), then upon such issuance or sale, the Series C-1 Preferred Stock conversion price
 shall be reduced to the sale price, the exercise price or conversion price of the securities sold. In addition, these preferred shareholders
 have the right to participate in future equity offerings from the company for twenty-four months from the effective date.

 In
 the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders
 of the Series C-1 Preferred Stock shall be entitled to receive, in cash out of the assets of the Company, whether from capital or
 from earnings available for distribution to its stockholders ("Liquidation Funds") before any amount shall be paid to
 the holders of any shares of Junior Stock, but pari passu with any Parity Stock (as defined in the Series C-1 Certificate of Designation)
 then outstanding, an amount per shares of the Series C-1 Preferred Stock equal to the greater of (A) the conversion amount thereof
 on the date of such payment or (B) the amount per share such holder of Series C-1 Preferred Stock would receive if such holder converted
 such Series C-1 into common stock immediately prior to the date of the payment, provided that if the Liquidation Funds are insufficient
 to pay the full amount due to the holders of Series C-1 Preferred Stock and holders of the shares of Parity Stock, then each holder
 of Series C-1 Preferred Stock and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full
 amount of the Liquidation Funds payable to such holder of Series C-1 Preferred Stock and such holder of the Parity Stock as a liquidation
 preference, in accordance with their respective certificate of designation (or equivalent), as a percentage of the full amount of
 Liquidation Funds payable to all holders of Series C-1 Preferred Stock and all holders of Parity Stock.

 F- 36

the year ended September 30, 2022, various holders of the Series C-1 Preferred Stock converted an aggregate of 1,923 shares of Series
C-1 Preferred Stock into 288,637,529 shares of the Company's common stock (see below – Common Stock Issued Upon Conversion
of Series C-1 Preferred Stock).

 On November
29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 902 shares of Series
C-1 preferred stock with a stated value of $ 372,303 were exchanged for the New Debentures (See Note 6).

 As
of September 30, 2023 and 2022, the Company had 141 and 1,043
shares of Series C-1 Preferred Stock issued and outstanding, respectively.

C-2 Preferred Stock

 On
May 18, 2020, the Company filed a certificate of designation, preferences and rights of Series C-2 Preferred Stock (the "Series
C-2 Certificate of Designation") with the Nevada Secretary of State to designate 6,000 shares of its previously authorized preferred
stock as Series C-2 Preferred Stock, par value $ 0.0001 per share and a stated value of $ 410.27 per share. The Series C-2 Certificate
of Designation and its filing was approved by the Company's Board of Directors without shareholder approval as provided for in
the Company's articles of incorporation and under Nevada law. The holders of shares of Series C-2 Preferred Stock have the following
preferences and rights:

 of shares of Series C-2 Preferred Stock are entitled to dividends or distributions on each share on an "as converted"
 into common stock basis, if, as and when declared from time to time by the Board of Directors.

 Each
 share of Series C-2 Preferred Stock is convertible into shares of common stock any time after the initial issuance date at a conversion
 price of $ 0.00275 per share. The number of shares of common stock issuable upon conversion shall be determined by dividing (x)
 the conversion amount (determined by the sum of the stated value thereof plus any additional amount thereon) of such share of
 Series C-2 by (y) the conversion price of $ 0.00275 per share (subject to temporary adjustment upon a triggering event as defined
 by the Series C-2 Certificate of Designation to 80 % of the conversion price). The adjusted conversion price is only in effect until
 the triggering event is cured. The convertibility of shares of Series C-2 Preferred Stock is limited such that a holder of Series
 C-2 Preferred Stock may not convert Series C-2 Preferred Stock to common stock to the extent that the number of shares of common
 stock to be issued pursuant to such conversion, when aggregated with all other shares of common stock owned by the holder at such
 time, would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act
 of 1934) more than 4.99 % of all of the Company's common stock outstanding.

 In
 the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance
 (as defined in the Series C-2 Certificate of Designation), at a price of or with an exercise price or conversion price of less than
 the conversion price, then upon such issuance or sale, the Series C-2 Preferred Stock conversion price shall be reduced to the sale
 price, the exercise price or conversion price of the securities sold. In addition, these preferred shareholders have the right to
 participate in future equity offerings from the company for twenty-four months from the effective date.

 In
 the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders
 of the Series C-2 Preferred Stock shall be entitled to receive, in cash out of the Liquidation Funds before any amount shall be paid
 to the holders of any shares of Junior Stock, but pari passu with any Parity Stock (as defined in the Series C-2 Certificate of Designation)
 then outstanding, an amount per shares of the Series C-2 Preferred Stock equal to the greater of (A) the conversion amount thereof
 on the date of such payment or (B) the amount per share such holder would receive if such holder converted such Series C-2 into common
 stock immediately prior to the date of the payment, provided that if the Liquidation Funds are insufficient to pay the full amount
 due to the holders of Series C-2 Preferred Stock and holders of the shares of Parity Stock, then each holder of Series C-2 Preferred
 Stock and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of the Liquidation
 Funds payable to such holder of Series C-2 Preferred Stock and such holder of the Parity Stock as a liquidation preference, in accordance
 with their respective certificate of designation (or equivalent), as a percentage of the full amount of Liquidation Funds payable
 to all holders of Series C-2 Preferred Stock and all holders of Parity Stock.

the year ended September 30, 2022, a holder of the Series C-2 Preferred Stock converted 1,880 shares of Series C-1 Preferred Stock into
 280,475,491 shares of the Company's common stock (see below – Common Stock Issued Upon Conversion of Series C-2 Preferred
Stock).

 On November 29, 2022, the Company entered into Securities
Exchange Agreements with preferred stockholders, whereby holders of 3,037 shares of Series C-2 preferred stock with a stated value of
$ 1,245,935 were exchanged for the New Debentures (See Note 6).

 As
of September 30, 2023 and 2022, the Company had 0 and 3,037
shares of Series C-2 Preferred Stock, respectively, issued and outstanding.

 F- 37

E Preferred Stock

 On
September 15, 2020, the Company filed a Certificate of Designation, Preferences and Rights of Series E Preferred Stock (the "Series
E Certificate of Designation") with the Nevada Secretary of the State to designate 2,000 shares of its previously authorized preferred
stock as Series E Preferred Stock, par value $ 0.0001 per share and a stated value of $ 2,000 per share. The Series E Certificate of Designation
and its filing were approved by the Company's Board of Directors without stockholder approval as provided for in the Company's
Articles of Incorporation and under Nevada law. The holders of shares of Series E Preferred Stock have the following preferences and
rights:

 From
 the initial issuance date, cumulative dividends on each share of Series E shall accrue, on a quarterly basis in arrears (with any
 partial quarter calculated on a pro-rata basis), at the rate of 8 % per annum on the stated value, plus any additional amount thereon.
 Dividends shall be paid within 15 days after the end of each fiscal quarter ("Dividend Payment Date"), at the option
 of the Holder in cash or through the issuance of shares of common stock. In the event that the Holder elects to receive its dividends
 in shares of common stock the number of shares of common stock to be issued to each applicable Holder shall be determined by dividing
 the total dividend outstanding to such Holder by the average closing price of the common stock during the five trading days on the
 principal market prior to the dividend payment date.

 of shares of Series E Preferred Stock are entitled to dividends or distributions on each share on an "as converted" into
 common stock basis, if, as and when declared from time to time by the Board of Directors.

 Each
 share of Series E Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the conversion
 price which is the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading
 days on the principal market, subject to adjustment as provided in the Series E Certificate of Designation including a price protection
 provision for offerings below the conversion price, provided, however, the conversion price shall never be less than $0.0021. The
 number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by
 the stated value per share of $2,000 plus accrued dividends and dividing that number by the conversion price.

 In
 connection with, (i) a Change of Control of the Company or (ii) on the closing of, a Qualified Public Offering by the Company, all
 of the outstanding shares of Series E (including any fraction of a share) shall automatically convert into an aggregate number of
 shares of common stock (including any fraction of a share) by multiplying the number of outstanding shares by the stated value per
 share of $2,000 plus accrued dividends and dividing that number (including any fraction of a share) by the lesser of: (i) $0.00375
 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject
 to adjustment as provided in the Series E Certificate of Designation including a price protection provision for offerings below the
 conversion price. However, the conversion price shall never be less than $0.0021. If a closing of a Change of Control transaction
 or a Qualified Public Offering occurs, such automatic conversion of all of the outstanding shares of Series E shall be deemed to
 have been converted into shares of Common Stock immediately prior to the closing of such transaction or Qualified Public Offering.

 In
 the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance
 (as defined in the Series E Certificate of Designation), at a price, an exercise price or conversion price of less than the conversion
 price, then upon such issuance or sale, the Series E Preferred Stock conversion price shall be reduced to the sale price or the exercise
 price or conversion price of the securities sold.

 of Series E Preferred Stock have no voting rights.

 On
September 16, 2020, the Company entered into a Securities Purchase Agreement (the "SPA") with an affiliated investor, who
is a beneficial shareholder, to purchase an aggregate amount of 1,000 shares of the newly created Series E Convertible Preferred Stock
of the Company (the "Series E Preferred") for an aggregate investment amount of $ 2,000,000.

 F- 38

to the Series E Certificate of Designation, Series E Preferred Stock is redeemable at the option of the holder in the event that the
Company is prohibited from issuing shares of common stock to a holder upon any conversion due to insufficient shares of common stock
available ("Authorized Failure Shares") and therefore meets the criteria of a contingently redeemable instrument in accordance
with ASC 480-10-25-7 – Distinguishing Liabilities from Equity. The Series E Preferred Stock is contingently redeemable upon
the occurrence of an event that is outside of the issuer's control and is classified as temporary equity pursuant to ASC 480-10-S99.

 Further
the Series E Preferred Stock is an equity host instrument since it has more features that align with an equity instrument than a debt
instrument pursuant to ASC 815-15-25-17A – Derivatives and Hedging, which states in part that " the nature of the
host contract depends on the economic characteristics and risks of the entire hybrid financial instrument." All of the contractual
and implied terms of the preferred share, such as the existence of a redemption feature or conversion option, should be considered when
determining the nature of the host instrument as debt or equity. The Series E Preferred Stock embedded conversion feature (call option)
is considered clearly and closely related to the equity host. Accordingly, further analysis under ASC 815-40-15 is not necessary and
the embedded conversion feature should not be bifurcated from the host instrument. The Series E Preferred Stock redemption feature (put
option) does not meet all the criteria under ASC 815-10-15-83, therefore it does not qualify as a derivative.

 To
determine whether the Series E Preferred Stock contains a BCF, we compared the effective conversion price and the Company's stock
price on the commitment date. The effective conversion price was calculated by dividing the proceeds from Series E Preferred Stock by
the number of common shares issuable upon conversion of the Series E Preferred Stock. The BCF is measured as the difference between the
commitment date stock price and the effective conversion price multiplied by the number of common stock issuable upon conversion of Series
E. The BCF is limited to the total cash proceeds received if the amount of the BCF exceeds the cash proceeds received. In connection
with the issuance of Series E Preferred Stock, during the year ended September 30, 2020, the Company recognized a beneficial conversion
feature in the amount of $ 2,000,000 which was accounted for as a deemed dividend.

the year ended September 30, 2021, the issuance of Series F Preferred Stock triggered the price protection clause in the Series E Preferred
Stock. Thus, the conversion price of the Series E Preferred Stock was reduced from $ 0.00375 to $ 0.00313 on that date.

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related
party holders of 1,000 shares of Series E preferred stock with a stated value of $ 2,000,000 and accrued dividends payable of $ 66,630
were exchanged for the New Related Party Debentures. (See Note 6).

the year ended September 30, 2023 and 2022, the Company incurred $ 26,301
and $ 160,000
of Series E dividends. As of September 30, 2023 and 2022, dividend payable balances were $ 0
and $ 40,329,
respectively, reflected in the accompanying balance sheets as accrued liabilities.

 As of September 30, 2023 and 2022, the Company had 0 and 1,000 shares of Series E Preferred Stock issued and outstanding
classified as temporary equity in the accompanying balance sheets, respectively.

F Preferred Stock

 On
July 30, 2021, the Company filed a Certificate of Designation, Preferences and Rights of Series F Preferred Stock (the "Series
F Certificate of Designation"), with the Nevada Secretary of State to designate 1,000 shares of its previously authorized preferred
stock as Series F Preferred Stock, par value $ 0.0001 per share and a stated value of $ 2,000 per share. The Series F Certificate of Designation
and its filing were approved by the Company's Board of Directors without stockholder approval as provided for in the Company's
Articles of Incorporation and under Nevada law. The holders of shares of Series F Preferred Stock have the following preferences and
rights:

 From
 the Initial Issuance Date, cumulative dividends on each share of Series F shall accrue, on a monthly basis in arrears (with any partial
 month being made on a pro-rata basis), at the rate of 8 % per annum on the stated value, plus any additional amount thereon. Dividends
 shall be paid within 15 days after the end of each month ("Dividend Payment Date"), at the option of the Holder in cash
 or through the issuance of shares of common stock. In the event that the Holder elects to receive its dividends in shares of common
 stock the number of shares of common stock to be issued to each applicable Holder shall be determined by dividing the total dividend
 payable to such Holder by the average closing price of the common stock during the five trading days on the principal market prior
 to the dividend payment date.

 F- 39

 of shares of Series F Preferred Stock are entitled to dividends or distributions on each share on an "as converted" into
 common stock basis, if, as and when declared from time to time by the Board of Directors.

 Each
 share of Series F Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the conversion
 price which is the lesser of: (i) $0.00313 or (ii) 75% of the average closing price of the common stock during the prior five trading
 days on the principal market, subject to adjustment as provided in the Series F Certificate of Designation including a price protection
 provision for offerings below the conversion price, provided, however, the conversion price shall never be less than $0.0016. The
 number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by
 the stated value per share of $2,000 plus additional amount by the conversion price.

 In
 connection with, (i) a Change of Control of the Company or (ii) on the closing of, a Qualified Public Offering by the Company, all
 of the outstanding shares of Series F Preferred Stock (including any fraction of a share) shall automatically convert along with
 the additional amount into an aggregate number of shares of common stock (including any fraction of a share) as is determined by
 dividing the number of shares of Series F Preferred Stock (including any fraction of a share) by the automatic conversion price then
 in effect. If a closing of a Change of Control transaction or a Qualified Public Offering occurs, such automatic conversion of all
 of the outstanding shares of Series F Preferred Stock shall be deemed to have been converted into shares of common stock immediately
 prior to the closing of such transaction or Qualified Public Offering.

 In
 the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance
 (as defined in the Series F Certificate of Designation), at a price, an exercise price or conversion price of less than the conversion
 price, then upon such issuance or sale, the Series F Preferred Stock conversion price shall be reduced to the sale price, or the
 exercise price or conversion price of the securities sold.

 F Preferred Stock shall rank pari passu with respect to the preferences as to dividends, distributions and payments upon the liquidation,
 dissolution and winding up of the Company with the Series C-1 Preferred Stock of the Company, the Series C-2 Preferred Stock of the
 Company, and the Series E Preferred Stock of the Corporation (the "Parity Stock"), and all other shares of capital stock
 of the Company shall be junior in rank to all Series F shares with respect to the preferences as to dividends (except for the common
 stock, which shall be pari passu as provided in the Series F Certificate of Designation), distributions and payments upon the liquidation,
 dissolution and winding up of the Company (such junior stock is referred to herein collectively as "Junior Stock"). The
 rights of all such Junior Stock shall be subject to the rights, powers, preferences and privileges of the Series F Preferred Stock.
 Without limiting any other provision of the Series F Certificate of Designation, without the prior express consent of the Required
 Holder, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior
 rank to the Series F Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation,
 dissolution and winding up of the Company (collectively, the "Senior Preferred Stock"), or (ii) Parity Stock. Except
 as provided for in the Certificate of Designation, in the event of the merger or consolidation of the Company into another corporation,
 the Series F Preferred Stock shall maintain their relative rights, powers, designations, privileges and preferences provided for
 in the Certificate of Designation for a period of at least two years following such merger or consolidation and no such merger or
 consolidation shall cause result inconsistent therewith.

 F- 40

 On
July 30, 2021, the Company entered into a Securities Purchase Agreement (the "SPA") with an affiliated investor, who is a
beneficial shareholder, to purchase an aggregate amount of 500 shares of Series F Convertible Preferred Stock (the "Series F Preferred")
with accompanying warrant for 63,897,764 of common stock (the "Warrant"), for total proceeds of $ 1,000,000 (see Note 9).
The Series F Preferred Stock has a stated value of $ 2,000 per share and shall accrue monthly in arrears, dividends at the rate of 8 %
per annum on the stated value. The dividends shall be paid monthly at the option of the holder of the Series F Preferred in either cash
or shares of common stock of the Company. The number of shares of common stock issuable upon conversion of the Series F Preferred is
determined by dividing the stated value of the number of shares being converted, plus any accrued and unpaid dividends, by the lesser
of: (i) $0.00313 and (ii) 75% of the average closing price of the Company's common stock during the prior five trading days; provided,
however, the conversion price shall never be less than $0.0016. In addition, the investor was issued a Warrant to purchase an amount
of common stock equal to 20% of the shares of common stock issuable upon conversion of the Series F Preferred at an exercise price of
$0.00313 per share (subject to adjustment as provided therein) until July 30, 2026. The Warrants are exercisable for cash at any time.
The 63,897,764 Warrant was valued using the relative fair value method at $957,192 and the Series F Preferred stock had a grant date
fair value $42,808 which was recorded as a BCF.

 In
accordance with ASC 470 – Debt, the $ 1,000,000 of proceeds was allocated based on the relative fair values of the Series F preferred
stock and the Warrant of $ 42,808 and $ 957,192, respectively. Although ASC 470 is for debt instruments issued with warrants, preferred
shares issued with warrants should be accounted for in a similar manner.

to the Series F Certificate of Designation, Series F Preferred Stock is redeemable at the option of the holder in the event that the
Company is prohibited from issuing shares of common stock to a holder upon any conversion due to insufficient shares of common stock
available ("Authorized Failure Shares") and therefore meets the criteria of a contingently redeemable instrument in accordance
with ASC 480-10-25-7 – Distinguishing Liabilities from Equity. The Series F Preferred Stock is contingently redeemable upon
the occurrence of an event that is outside of the issuer's control and should be classified as temporary equity pursuant to ASC
480-10-S99. Further the Series F Preferred Stock is an equity host instrument since it has more features that align with an equity instrument
than a debt instrument pursuant to ASC 815-15-25-17A – Derivatives and Hedging, which states in part that " the
nature of the host contract depends on the economic characteristics and risks of the entire hybrid financial instrument." All
of the contractual and implied terms of the preferred share, such as the existence of a redemption feature or conversion option, should
be considered when determining the nature of the host instrument as debt or equity. The Series F Preferred Stock embedded conversion
feature (call option) is considered clearly and closely related to the equity host. Accordingly, further analysis under ASC 815-40-15
is not necessary and the embedded conversion feature should not be bifurcated from the host instrument. The Series F Preferred Stock
redemption feature (put option) does not meet all the criteria under ASC 815-10-15-83, therefore it does not qualify as a derivative.

 To
determine whether the Series F Preferred Stock contains a BCF, we compared the effective conversion price and the Company's stock
price on the commitment date. The effective conversion price was calculated by dividing the proceeds from Series F Preferred Stock by
the number of common shares issuable upon conversion of the Series F Preferred Stock. The BCF is measured as the difference between the
commitment date stock price and the effective conversion price multiplied by the number of common stock issuable upon conversion of Series
F. The BCF is limited to the total cash proceeds received if the amount of the BCF exceeds the cash proceeds received. In connection
with the issuance of Series F Preferred Stock, during the year ended September 30, 2021, the Company recognized a BCF in the amount of
$ 42,808 which was accounted for as a deemed dividend.

 The
relative fair value of the warrant of $ 957,192 was recorded as a discount associated with the Series F preferred stock and was fully
amortized immediately because the Series F preferred stock was convertible on the date of issuance. The Company recorded $ 957,192 as
deemed dividend.

 On
November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related
party holders of 500 shares of Series F preferred stock with a stated value of $ 1,000,000 and accrued dividends payable of $ 33,315 were
exchanged for the New Related Party Debentures (See Note 6).

 During the year-ended September 30, 2023 and 2022, the Company recorded
dividends related to the Series F Preferred Stock in the amount
of $ 13,151 and $ 80,000. As of September 30, 2023 and 2022, dividend payable balances were $ 0 and $ 20,164, respectively, reflected in the accompanying balance sheets as accrued
liabilities instead of temporary equity.

 As
of September 30, 2023 and 2022, the Company had 0 and 500 shares of Series F Preferred Stock issued and outstanding classified
as temporary equity in the accompanying balance sheets, respectively.

 F- 41

Stock

Stock Issued Upon Conversion of Series C-1 Preferred Stock

 the year ended September 30, 2022, the Company issued an aggregate of 288,637,529 shares of the Company's common stock to various
 investors upon their conversion of an aggregate of 1,923 shares of the Series C-1 Preferred Stock.

Stock Issued Upon Conversion of Series C-2 Preferred Stock

 the year ended September 30, 2022, the Company issued an aggregate of 280,575,491 shares of the Company's common stock to an
 investor upon conversion of 1,880 shares of the Series C-2 Preferred Stock.

Stock Issued Upon Accounts Payable Settlements

 the year ended September 30, 2022, the Company issued an aggregate of 26,913,738 shares of the Company's common stock to two
 consultants upon the close of their respective settlement agreements, dated October 18, 2021, to settle accounts payable balances
 in aggregate amount of $ 84,240 or $ 0.00313 per share, valued with the share price of common stock sold in private placements during
 the same period (see Note 11).

Stock Issued for Subscription Payable

 the year ended September 30, 2022, the Company issued an aggregate of 431,309,907 shares of the Company's common stock to various
 investors in connection with the subscription payable aggregate amount of $ 1,350,000. The subscription payable resulted from Subscription
 Agreements entered into by the Company with several accredited investors, during the year ended September 30, 2021, to sell, in a
 private placement, an aggregate of 431,309,907 shares of its common stock, at a purchase price of $ 1,350,000 or $ 0.00313 per share
 (see Note 11).

 Stock
Options

February 18, 2011, the Company's Board of Directors ("Board") adopted and approved the 2011 stock option plan. A total
of 57 options to acquire shares of the Company's common stock were authorized under the 2011 stock option plan. The plan expired
on March 31, 2022.

 On
April 28, 2020, the Board approved the 2020 Equity Incentive Plan ("2020 Plan"), as amended on May 29, 2020.

 On
April 18, 2022, the Board terminated the 2020 Plan. The Company has no options issued and outstanding under the 2020
Plan.

 On
April 18, 2022, the Company's Board and the shareholders approved the 2022 Equity Incentive Plan ("2022 Plan") at which
time the plan became effective. A total of 1,915,000,000 shares of the Company's common stock were reserved for issuance under
the 2022 Plan ("Reserved Share Amount"), subject to the adjustments described in the 2022 Plan, and such Reserved Share Amount,
when issued in accordance with the 2022 Plan, shall be validly issued, fully paid, and non-assessable. Pursuant to the 2022 Plan, the
option price of each incentive stock option (except those that constitute substitute awards) shall be at least the fair market value
of a share on the grant date; provided, however, that in the event that a grantee is a ten percent stockholder as of the grant date,
the option price of an incentive stock option shall be not less than 110 % of the fair market value of a share on the grant date, in no
case shall the option price of any option be less than the par value of a share.

 F- 42

 On
May 26, 2022, the Company's Board of Directors ("Board") approved the future granting of stock options under the 2022
Equity Incentive Plan, to various employees and consultants. On August 16, 2022, the Company granted stock options to purchase 1,901,410,519
common shares of the Company to various employees and consultants with an exercise price of $ 0.0036 per share. The options expire on
August 15, 2032, and vest over varying vesting terms through August 2026. The fair value of these option grants was estimated on the
date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0 %; expected
volatility of 365.1 %; risk-free interest rate of 2.82 %; and an estimated holding period of 10 years. The Company valued these stock option
at a fair value of $ 7,985,924 and will record stock-based compensation expense over the vesting periods.

the years ended September 30, 2023 and 2022, in connection with the accretion of stock-based option expense over the vesting period,
the Company recorded stock option expense of $ 1,250,689
and $ 6,015,622,
respectively. As of September 30, 2023, there were 1,664,270,920
options outstanding and 1,568,866,805
options vested, subject to the filing of a registration on Form S-8 for the registration of the shares underlying such options. As
of September 30, 2023, there was $ 165,683
of unvested stock-based compensation expense to be recognized through August 2026.

 The
aggregate intrinsic value of vested options on September 30, 2023, was $ 0 and was calculated based on the difference between the quoted
share price on September 30, 2023, of $.0009 and the exercise price of the underlying options.

 Stock option activities for the years ended September 30, 2023 and
2022 are summarized as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Number
 of Options

 Average

 Exercise Price

 Balance Outstanding September 30, 2021

 -

 -

 Granted

 1,901,410,519

 Forfeited/Expired

 -

 -

 Balance Outstanding September 30, 2022

 1,901,410,519

 Granted

 -

 -

 Forfeited/Expired

 ( 237,139,599
)

 Balance Outstanding September 30,
 2023

 1,664,270,920

 Exercisable, September 30, 2023 (a)

 1,568,866,805

 The
following table summarizes additional information on the Company's stock options outstanding at September 30, 2023:

 Options
 Outstanding

 Options
 Exercisable (a)

 Exercise
 Price

 Number
 Outstanding

 Average Remaining Contractual Term (Years)

 Average Exercise Price

 Number
 Exercisable

 Average Exercise Price

 1,664,270,920

 8.88

 1,568,866,805

 (a)

 All
 vested options are only exercisable upon the company filing an S-8 to register the underlying shares.

 Warrants

 Legacy
Warrants

 On
November 1, 2021, the Company issued the First November 2021 Warrants to purchase an aggregate of 54,644,811 shares of common stock.
The First November 2021 Warrants are exercisable at any time at a price equal to $ 0.00366 per share (subject to adjustment) until November
1, 2026. The First November 2021 Warrants were valued at $ 990,048 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the First November 2021 Notes (See Note 6 and Note 8).

 On
November 1, 2021, the Company issued the Second November 2021 Warrants to purchase an aggregate of 27,322,406 shares of common stock.
The Second November 2021 Warrants are exercisable at any time at a price equal to $ 0.00366 per share (subject to adjustment) until November
1, 2026. The Second November 2021 Warrants were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the Second November 2021 Notes (See Note 6).

 On
November 1, 2021, the Company issued the Third November 2021 Warrants to purchase an aggregate of 27,322,406 shares of common stock.
The Third November 2021 Warrants are exercisable at any time at a price equal to $ 0.00366 per share (subject to adjustment) until November
1, 2026. The Third November 2021 Warrants were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the Third November 2021 Notes (See Note 6).

 F- 43

 On
January 26, 2022, the Company, upon the approval of the First November 2021 Investor, amended the First November 2021 SPA whereby the
Company issued additional cashless-exercisable warrants to purchase 218,579,234 shares of common stock. As a result, the total relative
fair value of all warrants in total increased by $ 34,630, recorded as debt discount, which was being amortized over the life of the First
November 2021 Notes (See Note 6). These warrants were exercisable at a price equal to $ 0.00366 per share (subject to adjustment) until
November 1, 2026.

 On
January 26, 2022, the Company, upon the approval of the Second November 2021 Investor, amended the Second November 2021 SPA whereby the
Company issued additional cashless-exercisable warrants to purchase 109,289,616 shares of common stock. As a result, the total relative
fair value of all warrants in total increased by $ 22,429, recorded as debt discount, which was being amortized over the life of the Second
November 2021 Notes (See Note 6). These warrants were exercisable at a price equal to $ 0.00366 per share (subject to adjustment) until
November 1, 2026.

 On
January 26, 2022, the Company, upon the approval of the Third November 2021 Investor, amended the Third November 2021 SPA whereby the
Company issued additional cashless-exercisable warrants to purchase 109,289,616 shares of common stock. As a result, the total relative
fair value of all warrants in total increased by $ 22,429, recorded as debt discount, which was being amortized over the life of the Third
November 2021 Notes (See Note 6). These warrants were exercisable at a price equal to $ 0.00366 per share (subject to adjustment) until
November 1, 2026.

 On
January 27, 2022, the Company issued the First January 2022 Warrants to purchase an aggregate of 136,612,022 shares of common stock.
The First January 2022 Warrants are exercisable at any time at a price equal to $ 0.00366 per share (subject to adjustment) until November
1, 2026. The First January 2022 Warrants were valued at $ 472,403 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the First January 2022 Note (See Note 6).

 On
January 31, 2022, the Company issued the Second January 2022 Warrants to purchase an aggregate of 136,612,022 shares of common stock.
The Second January 2022 Warrants are exercisable at any time at a price equal to $ 0.00366 per share (subject to adjustment) until November
1, 2026. The Second January 2022 Warrants were valued at $ 469,810 using the relative fair value method and were recorded as a debt discount
which was being amortized over the life of the Second January 2022 Note (See Note 6).

 On
January 31, 2022, the Company issued to two consultants an aggregate of 16,393,443 warrants as a placement fee in connection with the
First January 2022 Note and Second January 2022 Note (collectively as "January 2022 Notes") (See Note 6). These warrants
are exercisable at a price equal to $ 0.00366 per share until November 1, 2024. These warrants were valued at $ 54,595 using the relative
fair value method and were recorded as a debt discount which was being amortized over the life of the January 2022 Note.

 On
April 5, 2022, the Company issued the First April 2022 Warrants to purchase 4,201,681 shares of common stock. The First April 2022 Warrants
are exercisable at any time at a price equal to $ 0.00476 per share (subject to adjustment) until April 1, 2027. The First April 2022
Warrants were valued at $ 89,815 using the relative fair value method and were recorded as debt discount which was being amortized over
the life of the First April 2022 Note (See Note 6 and Note 8).

April 2022, the Company issued the Second April 2022 Warrants to purchase an aggregate of 17,857,144 shares of common stock. The Second
April 2022 Warrants are exercisable at any time at price equal to $ 0.00476 per share (subject to adjustment) until April 1, 2027. The
Second April 2022 Warrants were valued at $ 335,593 using the relative fair value method and were recorded as debt discount which was
being amortized over the life of the Second April 2022 Notes (See Note 6).

 On
May 9, 2022, the Company issued the May 2022 Warrants to purchase an aggregate of 42,016,808 shares of common stock. The May 2022 Warrants
are exercisable at any time at a price equal to $ 0.00476 per share (subject to adjustment) until April 1, 2027. The May 2022 Warrants
were valued at $ 178,449 using the relative fair value method and were recorded as debt discount which was being amortized over the life
of the May 2022 Notes (See Note 6 and Note 8).

 F- 44

 On
June 15, 2022, the Company issued the June 2022 Warrants to purchase 2,100,840 shares of common stock. The June 2022 Warrants are exercisable
at any time at a price equal to $ 0.00476 per share (subject to adjustment) until April 1, 2027. The June 2022 Warrants were valued at
$ 5,924 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the June 2022
Note (See Note 6 and Note 8).

 On
July 1, 2022, the Company issued the July 2022 Warrants to purchase an aggregate of 2,100,840 shares of common stock. The July 2022 Warrants
are exercisable at any time at a price equal to $ 0.00476 per share (subject to adjustment) until April 1, 2027. The July 2022 Warrants
were valued at $ 8,190 using the relative fair value method and were recorded as debt discount which was being amortized over the life
of the July 2022 Notes (See Note 6).

 On
November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed in Note 6, the May 2021 Warrants,
First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 warrants,
were amended to reduce the exercise price to $ 0.003 per share. Additionally, 63,897,764 warrants issued in connection with Series F preferred
stock were amended to reduce the exercise price to $ 0.003 per share. All other terms of the warrants remained the same. As a result of
the November 29, 2022 amendment to the exercise price, the Company calculated the difference between the warrants fair values on November
29, 2022, the date of the amendment, using the then current exercise price ranging from $ 0.00366 to $ 0.00476 and the new exercise price
of $ 0.003 and determined that the difference was insignificant. (See Note 6).

 On
November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debentures discussed in Note 6, the Second
November 2021 Warrants, Third November 2021 Warrants, January 2022 Warrants, Second January 2022 Warrants, Second April 2022 Warrants,
and the July 2022 Warrants, aggregating 566,406,072 warrants, were amended to reduce the exercise price to $ 0.003 per share. Additionally,
 16,393,443 warrants issued to a placement agent in January 2022 were amended to reduce the exercise price to $ 0.003 per share. In conjunction
with the price reduction, the price protection feature for all these warrants was eliminated. All other terms of the warrants remained
the same. As a result of the November 29, 2022 amendment to the exercise price, the Company calculated the difference between the warrants
fair values on November 29, 2022, the date of the amendment, using the then current exercise price ranging from $ 0.00366 to $ 0.00476
and the new exercise price of $ 0.003 and determined that the difference was insignificant. (See Note 6).

 New
Warrants

 In
connection with the Securities Exchange Agreements with related parties for the exchange of the convertible notes and preferred shares
for the New Related Party Debentures, as discussed in Note 6, the Company issued an aggregate of 2,564,340,702 warrants. The Warrants
are exercisable for five years and six months from the earlier of the maturity date of the New Related Party Debentures and the closing
of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise
of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A)
$0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default
has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable
exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180
days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will
be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum
of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise
of the Warrants in case of certain future dilutive events or stock-splits and dividends.

 In
connection with the Securities Exchange Agreements with investors for the exchange of the convertible notes and preferred shares for
the New Debentures, as discussed in Note 6, the Company issued an aggregate of 2,269,030,092 warrants to investors. The Warrants are
exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified
Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant,
the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share
and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and
has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice.
If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the
closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company
to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain
certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case
of certain future dilutive events or stock-splits and dividends.

 F- 45

 In
connection with the Initial Closing of the private placement discussed in Note 6, the Company and Gunnar entered into the Placement Agency Agreement,
pursuant to which Gunnar agreed to act as the Placement Agent. Pursuant to the terms of the Placement Agency Agreement, Gunner
received 124,489,795
warrants. Additionally, the Company issued 16,000,000
warrants to a consultant in connection with the private placement offering.

 On
January 27, 2023, the Company consummated the second closing (the "Second Closing") of the Offering pursuant to the terms
and conditions of that certain Purchase Agreement, dated as of November 29, 2022 as discussed in Note 6. The Company issued an aggregate
of 298,571,429 warrants to investors. The Warrants are exercisable for five years and six months from the earlier of the maturity date
of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering
is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has
been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average
of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the
date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares
underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and
(ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration
statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the number of
securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. In connection
with the Second Closing of the private placement, Gunner received 38,775,510 warrants.

 On
April 22, 2023, the Company consummated the closing of the Offering pursuant to the terms and conditions of that certain Purchase Agreement,
dated as of November 29, 2022, as discussed in Note 7. The Company issued 44,314,286 April 2023 Related Party Warrants to the Related
Party Purchaser under the same terms as the November 29, 2022, and Second Closing.

 Warrants activities for the years ended September 30, 2023 and 2022,
are summarized as follows:

OF WARRANTS

 Average
 Remaining

 Average

 Contractual

 Aggregate

 Number of

 Exercise

 Term

 Intrinsic

 Warrants

 Price

 (Years)

 Value

 Balance Outstanding on September 30, 2021

 984,470,116

 $
 0.0023

 3.50

 $
 -

 Issued in connection with a convertible debt – related party (see Note 7 and Note 9)

 321,543,374

 0.0038

 4.16

 Issued in connection with a convertible debt (see Note 7)

 582,799,515

 0.0037

 4.09

 Balance Outstanding on September
 30, 2022

 1,888,813,005

 0.0030

 3.26

 1,140,362

 Issued in connection with a New Related Party
 Convertible Debentures (see Note 6)

 2,608,654,988

 0.003

 5.0

 Issued in connection with a New Convertible
 Debentures (see Note 6)

 2,567,601,521

 0.003

 5.0

 Issued to placement
 agent and consultant in connection with New Related Party and New Convertible Debentures (see Note 6)

 179,265,305

 0.003

 5.0

 Balance Outstanding
 on September 30, 2023

 7,244,334,819

 $
 0.0011

 4.78

 $
 1,665,567

 Exercisable on September
 30, 2023

 7,044,334,819

 $
 0.0011

 4.86

 $
 1,665,567

 F- 46

 NOTE
10 – COMMITMENTS AND CONTINGENCIES

 Employment
Agreements

 Michael
Ruxin, M.D.

 On
June 5, 2020, the Company and Dr. Michael Ruxin entered into an employment agreement (the "Ruxin Employment Agreement") for
Dr. Ruxin to serve as the Company's Chief Executive Officer, President and a director.

 The
Ruxin Employment Agreement provided that Dr. Ruxin will be employed for a five-year term commencing on June 5, 2020. Dr. Ruxin was
entitled to receive an annual base salary of $ 300,000
and was eligible for an annual discretionary bonus of 150 %
of such base salary. In the Ruxin Employment Agreement, Dr. Ruxin was entitled to, subject to the approval of the Board or a
committee thereof, and under the 2022 Plan (i) a one-time grant of 49,047,059
Restricted Stock Units ("RSUs") and (ii) a one-time grant of options to purchase 420,691,653
shares of common stock, In lieu of 49,047,059
RSU's, on August 16, 2022, the Company granted 49,047,059
stock options plus the one-time grant of 420,691,653
stock options for an aggregate amount of 469,738,712
stock options with an exercise price of $ 0.0036
and an expiration date of August 15, 2032 and subject to vesting terms. Ruxin was entitled to participate in any and all benefit
plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the
Company's policies established and in effect from time to time. For the period of May 2021 through November 2021 and from
August 15, 2022, to September 30, 2022, Dr. Ruxin deferred 50% of his salary.

 The
Ruxin Employment Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business
during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the
executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers
during the term of the employment agreement and for a period of one year thereafter.

 Pursuant to the Ruxin Employment Agreement, if
Dr. Ruxin's employment is terminated by the Company without Cause, the Company shall make a severance payment to Dr. Ruxin in an
amount equal to the sum of Mr. Ruxin's Base Salary immediately prior to such termination multiplied by three (the " Severance
Payment "), which due in 12 monthly equal installments beginning is sixty (60) days after the date on which Employee's
employment terminates (the " Termination Date ").

 In July 2023, the Ruxin Employment Agreement was
terminated and Dr. Ruxin became the Company's Chief Medical Officer (see consulting agreement below).

 In connection with the termination of the Ruxin
Employment Agreement, the Company accrued a severance payment due of $ 900,000, which is included in accrued liabilities – related
parties on the accompanying balance sheet on September 30, 2023.

 As of September 30, 2023, the Company had aggregate accrued payroll
related to Dr. Ruxin's salary deferment and accrued severance payment of $ 1,099,974, which is included in accrued liabilities –
related parties on the accompanying balance sheet. As of September 30, 2022, the Company had aggregate accrued payroll related to Dr.
Ruxin's salary deferment and accrued severance payment of $ 112,500, which is included in accrued compensation on the accompanying
balance sheet.

 F- 47

 Jeffrey
Busch

 On
June 5, 2020, the Company and Jeffrey Busch entered into an employment agreement (the "Busch Employment Agreement") for Mr.
Busch to serve as the Company's Chairman of the Company and in such other positions as may be assigned from time to time by the
board of directors.

 The
Busch Employment Agreement provides that Mr. Busch will be employed for a five-year term commencing on June 5, 2020. The term will be
automatically extended for one additional year upon the fifth anniversary of the effective date without any affirmative action, unless
either party to the agreement provides at least sixty (60) days' advance written notice to the other party that the employment
period will not be extended. Mr. Busch will be entitled to receive an annual base salary of $ 60,000 and will be eligible for an annual
discretionary bonus. In the Busch Employment Agreement, Mr. Busch is entitled to, subject to the approval of the Board or committee thereof,
and under the 2020 Plan (i) a one-time grant of 49,047,059 Restricted Stock ("RSUs") and (ii) a one-time grant of options
to purchase 420,691,653 shares of common stock. In lieu of 49,047,059 RSU's, on August 16, 2022, the Company granted 49,047,059
stock option plus the one-time grant of 420,691,653 stock options for an aggregate amount of 469,738,712 stock options with an exercise
price of $ 0.0036 and an expiration date of August 15, 2032, and subject to vesting terms. Mr. Busch is entitled to participate in any
and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with
the Company's policies established and in effect from time to time.

 Mr.
Busch is an "at-will" employee and his employment may be terminated by the Company at any time, with or without cause. In
the event Mr. Busch's employment is terminated by the Company without Cause (as defined in the Busch Employment Agreement), with
Good Reason (as defined in the Busch Employment Agreement) or as a result of a non-renewal of the term of employment under the Busch
Employment Agreement, Mr. Busch shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied
by his base salary immediately prior to such termination and (II) a pro-rata portion of his bonus for the year in which such termination
occurs equal to (a) his bonus for the most recently completed calendar year (if any), multiplied by (b) a fraction, the numerator
of which is the number of days that have elapsed from the beginning of such calendar year through the date of termination and the denominator
of which is the total number of days in such calendar year. "Severance Multiple" shall mean 3.0; provided, however,
that if the date of termination occurs on or at any time during the twelve (12)-month period following a Change in Control, the Severance
Multiple shall mean 4.0. In addition, the Company shall accelerate the vesting of any outstanding, unvested equity awards granted to
Mr. Busch prior to the date of termination.

 The
Busch Employment Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business
during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the
executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers
during the term of the employment agreement and for a period of one year thereafter.

 As
of September 30, 2023, and 2022, the Company had accrued director compensation of $ 252,500 and $ 192,500, respectively as Accrued expenses
-related party on the accompanying balance sheet.

 Thomas
E. Chilcott, III

 On
September 24, 2020, the Company appointed Thomas E. Chilcott, III, to serve as the Chief Financial Officer. The Company entered into
an offer letter with Mr. Chilcott which provided that his base salary will be $ 225,000 per year. Mr. Chilcott was entitled to participate
in all medical and other benefits that the Company has established for its employees. The offer letter also provided that Mr. Chilcott
will be granted an option to purchase up to 94,545,096 shares of the Company's common stock which were granted on August 16, 2022
with an exercise price of $ 0.0036 and an expiration date of August 15, 2032 and subject to vesting terms.

 On
December 31, 2021, the Company's Board approved an increase in the base salary of Thomas E. Chilcott, III, the Company's
Chief Financial Officer, from $ 225,000 to $ 300,000 per year. The increase was effective January 1, 2022. The Board also approved two
new bonuses for which Mr. Chilcott was eligible: (i) a $37,500 bonus payable upon the Company's completion of a capital raise of
at least $1,000,000; and (ii) a $37,500 bonus payable upon the Company's completion of a capital raise of at least $2,000,000 in
the aggregate. On December 6, 2022, the Board approved a bonus compensation plan pursuant to which Thomas E. Chilcott, III, the Company's
Chief Financial Officer, was eligible for: (i) a $150,000 bonus payable upon the successful filing of the Company's report on Form
10-K for the annual period ended September 30, 2022 (the "Annual Report ") on or before December 29, 2022; or (ii) a $100,000
bonus payable upon the successful filing of the Company's Annual Report on or before January 13, 2023 (collectively, the "Bonus").
During the year ended September 30, 2023, an aggregate bonus of $ 150,000 was paid to Mr. Chilcott.

 On
May 5, 2023, Mr. Chilcott's employment with the Company was terminated. On Mr. Chilcott's employment termination date of
employment 56,727,056
of the granted and unvested options were forfeited and the remaining 37,818,040 were forfeited 90 days after termination date.

 F- 48

 Faith
Zaslavsky

 On
December 5, 2022, the Company appointed Faith Zaslavsky 48, as President and Chief Operating Officer of the Company, effective December
5, 2022. In connection with her appointment, on December 5, 2022, the Company and Ms. Zaslavsky entered into an offer letter which provides
that Ms. Zaslavsky's base salary will be $ 400,000 per year, and that beginning in calendar year 2023 she will be eligible to receive
an annual incentive cash bonus of up to 35 % of base salary at the discretion of the Board for the achievement of certain milestones to
be agreed upon by Ms. Zaslavsky and the Company within 90 days of the Effective Date. Upon the Company's creation of a new equity
incentive plan or an increase in the number of shares available under the Company's existing equity incentive plan, Ms. Zaslavsky
will be granted 150,000,000 employee stock options vesting at 20 % annually, beginning on the Effective Date. The employee stock options
will have a strike price equal to the closing price of the Company's common stock on the day that the Board approves Ms. Zaslavsky's
stock option package. Ms. Zaslavsky is eligible to participate in the benefit plans and programs generally available to the Company's
employees. Ms. Zaslavsky will also be entitled to reimbursement of reasonable business expenses incurred or paid by her in the performance
of her duties and responsibilities for the Company, subject to any restrictions set by the Company from time to time and to such reasonable
substantiation and documentation as may be specified by the Company from time to time. Ms. Zaslavsky's employment with the Company
is "at-will", and either party can terminate the employment relationship at any time, for or without cause, with or without
notice. The Offer Letter also contains standard restrictive covenants prohibiting Ms. Zaslavsky from engaging in competition with the
Company within the United States during her employment and for a period of 24 months following the termination of her employment with
the Company.

 On
June 28, 2023 the Company appointed Ms. Zaslavsky as the Company's Chief Executive Officer.

 Consulting
Agreements

 On
July 5, 2020, the Company and a consultant entered into a Scientific Advisory Board Service Agreement ("Scientific Advisory Agreement")
which provides for; (i) $ 2,000 monthly compensation; (ii) 88,786,943 stock options under the 2022 Plan, which were granted
on August 16, 2022 with an exercise price of $ 0.0036 and an expiration date of August 15, 2032 and subject to vesting terms and; (iii)
$ 1,500 per day for any special project requiring more than six hours of advisory service in a single day performed upon a written request
from the Company. Either party may terminate the Scientific Advisory Agreement at any time upon ten days' written notice to the
other party unless either party neglects or fails to perform its obligations under the Scientific Advisory Agreement; then the termination
notice shall be effective upon receipt of the same. In 2023, the Company increased the monthly compensation to the consultant to $ 3,000
per month. As of September 30, 2023, the Company had no payments due under the agreement.

 On
July 5, 2020, the Company and a consultant entered into a Pathology Advisory Board Service Agreement (the "Pathology Advisory
Agreement") which provides for; (i) $ 272
monthly compensation; (ii) 77,972,192
stock options under the 2022 Plan, which were granted on August 16, 2022 with an exercise price of $ 0.0036
and an expiration date of August 15, 2032 and subject to vesting terms and; (iii) $ 1,500
per day for any special project requiring more than six hours of advisory service in a single day performed upon a written request
from the Company. Either party may terminate the Pathology Advisory Agreement at any time upon ten days' written notice to the
other party unless either party neglects or fails to perform its obligations under the Pathology Advisory Agreement; then the
termination notice shall be effective upon receipt of the same. As of September 30, 2023 and 2022, the Company had $ 15,504
and $ 12,240, respectively, reflected as accrued expenses on the accompanying balance sheet for payments due under the
agreement.

January 1, 2021, the Company entered into a consulting agreement with Andrew Kucharchuk, a member of the Board of Directors, to serve
as a strategic advisor. The agreement was effective for a period of twelve months, commencing on January 1, 2021, and would renew on
a month-to month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement in accordance with the terms
of the agreement. Pursuant to the agreement, Mr. Kucharchuk was $ 2,000 per month. The Company terminated the agreement with thirty-day's
written notice on March 30, 2023, with an effective date of termination of April 30, 2023. As of September 30, 2022, the Company had
an accounts payable – related payable balance of $ 12,000 related to this consulting agreement. As of September 30, 2023,
no payments were due under this contract.

 On
July 14, 2023, the Company terminated the employment agreement and entered into a Chief Medical Officer Consulting Agreement with Dr.
Michael Ruxin, the Company's former Chief Executive Officer, to serve as the Company's Chief Medical Officer. For compensation
for services provided by Dr, Ruxin as a Chief Medical Officer Consultant (a) the Company shall pay Dr, Ruxin compensation equal to $ 10,000
per month, (b) the Company shall amend the Dr. Ruxin's existing option award agreement so that upon a "Separation from Service"
instead of having 3 months to exercise the options, Dr. Ruxin's options shall be exercisable until their expiration date and (c)
the Company shall issue Dr. Ruxin options to purchase shares of the Company's common stock in accordance with the Company's
newly planned Equity Incentive Plan, according to the standard amounts awarded to Chief Medical Officers, as well as taking into consideration
the past 5 years of service to the company as is planned for current employees, subject to Board approval. This Agreement commenced on
July 14, 2023. And will continue for one year and will be brought to the Board of Directors annually for renewal approval based on prior
year performance metrics and then for subsequent one-year periods if not terminated 60 days prior to renewal.

 License
Agreements

 GMU

 In
September 2006, the Company entered into an exclusive license agreement with George Mason Intellectual Properties ("GMU License
Agreement"), a non-profit corporation formed for the benefit of George Mason University ("GMU") which: (1) grants an
exclusive worldwide license, with the right to grant sublicenses, under the licensed inventions to make, have made, import, use, market,
offer for sale and sell products designed, manufactured, used and/or marketed for all fields and for all uses, subject to the exclusions
as defined in the GMU License Agreement; (2) grants an exclusive option to license past, existing, or future inventions in the Company's
field, from inventors that are obligated to assign to GMU and who have signed a memorandum of understanding acknowledging that developed
intellectual property will be offered, subject to the exclusions as defined in the GMU License Agreement; (3) the license and option
granted specifically excludes biomarkers for lung, ovarian, and breast cancers in a diagnostic field of use and GMU inventions developed
using materials obtained from third parties under agreements granting rights to inventions made using said materials and; (4) grants
right to assign or otherwise transfer the license so long as such assignment or transfer is accompanied by a change of control transaction
and GMU is given 14 days' prior notice. In addition, the Company is required to make an annual payment of $ 50,000 to GMU as well
as pay GMU a quarterly royalty equal to the net revenue multiplied by one and one-half percent ( 1.5 %), due on a quarterly basis or a
quarterly sublicense royalty equal to the net revenue multiplied by fifteen percent ( 15 %). Further, the Company has the right of first
refusal for all technology associated with RPPA technology from GMU. As of September 30, 2023, and 2022, the Company has accrued royalty
fees of $ 33,533 and $ 2,443, respectively, reflected in the accompanying balance sheet in accrued liabilities.

 F- 49

 NIH

 In
March 2018, the Company entered into two license agreement ("NIH License Agreements") with the National Institutes of Health
("NIH") which grants the Company an exclusive and a nonexclusive United States license for certain patents. The two patents
licensed under the exclusive agreement expire on March 10, 2024. Pursuant to the NIH License Agreement, the Company is required to make
an annual payment of $ 1,000 to the NIH as well as pay the NIH a royalty equal to the net sales multiplied by three percent ( 3.0 %) every
June 30 th and December 31 st. Commencing on January 1 st of the year following the year of the first commercial
sale, the Company is subject to a non-refundable minimum annual royalty of $ 5,000. In addition, a sublicense royalty equal to the net
revenue multiplied by ten percent ( 10 %) will be payable upon sublicensing. As of September 30, 2023 and 2022, the Company has accrued
royalty fees of $ 45,509 and $ 0, respectively, reflected in the accompanying balance sheet in accrued liabilities.

 Vanderbilt

 In
March 2023, the Company entered into a license agreement ("Vanderbilt License Agreement") with the Vanderbilt University
("Vanderbilt") which grants the Company an exclusive license for certain patents. Pursuant to Vanderbilt License Agreement,
the Company is required to pay patent fees incurred by Vanderbilt prior to the effective date of the agreement of $18,917 and to make
an annual licensing payment of $ 5,556. Additionally, Vanderbilt is entitled to receive a royalty semi-annually equal to the gross sales
based upon tiered structure subject to the level of patent utilization ranging from 0.25 % to 2.0 %. As of September 30, 2023, the Company
has accrued royalty fees of $ 1,909.

 Lease

 In
December 2019, the Company entered into a lease agreement for its corporate and laboratory facility in Golden, Colorado. The lease is
for a period of 61 months, with an option to extend, commencing in February 2020 and expiring in February 2025 (see Note 7).

 On
June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease ("Lease Amendment"), effective October
3, 2021, for its laboratory facility in Golden, CO (see Note 7). The Lease Amendment provided for: (i) an extension to the term of the
original lease to five years following the completion of the Company's improvements to the Expansion Premises (defined below);
(ii) an expansion of the premises to include the premises located at Unit 404, Building F, 15000 West 6 th Avenue, Golden,
Colorado 80401, consisting of approximately 4,734 rentable square feet (the "Expansion Premises"); (iii) an annual base rent
modification; (iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal
options, each for five year terms, for a total of ten years.

to the Lease Amendment, the Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893
for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394
for year eight; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve;
(13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen.

 Other
Contingencies

to ASC 450-20 – Loss Contingencies, liabilities for contingencies arising from claims, assessments, litigation, fines and
penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can
be reasonably estimated. On June 5, 2020, the Company acquired the assets of Avant Diagnostics, Inc., pursuant to the Asset Purchase
Agreement dated May 12, 2020, between the Company and Avant. As of September 30, 2023 and 2022, the Company has recorded a contingent
liability of $ 85,640 and $ 78,440, respectively, resulting from certain liabilities from the asset purchase. The contingent liabilities
consisted of two notes payables with a total outstanding principal balance of $ 40,000 as of September 30, 2023 and 2022, and accrued
interest payable of $ 45,640 and 38,440 as of September 30, 2023 and 2022, respectively.

 Legal
Action

 On December 10, 2021, YPH LLC filed a complaint against the Company
in the District Court for the Southern District of New York alleging that Theralink breached its Certificate of Designation for Series
C-1 Convertible Preferred Stock by failing to honor a conversion notice submitted to it by YPH. Based on these and other allegations,
Plaintiff asserted a breach of contract claim claiming that it has damages in excess of $ 100 million. On September 28, 2023, the Company
and YHP LLC entered into a settlement agreement. In consideration of the mutual releases and other terms set forth in this Settlement
Agreement, the Company shall pay to YPH the total sum of $ 87,000 (the "Settlement Payment") in settlement of all claims that
were asserted or that could have been asserted in the Action. The Settlement Payment is payable as follows: (a) $25,000 was due and paid upon the Effective Date of the Settlement Agreement; (b) $62,000 shall be payable in three equal monthly installments as follows: (i)
$20,666.67 due and paid on before October 31, 2023; (ii) $20,666.67 due on or before November 30, 2023 (iii) $20,666.67 due on or before
December 31, 2023. As of September 30, 2023, the settlement amount of $ 62,000 was included in accounts payable on the accompanying balance
sheet.

 F- 50

 On
August 16, 2022, Erika Singleton filed a complaint against the Company in the Eighth Judicial District Court, Clark County, Nevada, Case
No. A-22-857038-C. Plaintiff alleges that the Company did not provide her with physical stock certificates for 200,000 shares of common
stock Plaintiff purchased for $ 2,000 in 2017. Based on these and other allegations, Plaintiff asserts claims against the Company for
breach of contract, violation of Florida securities law, fraud, and unjust enrichment. On December 4, 2023, the court granted the plaintiff
a motion of leave to amend the complaint. The Company plans to file a motion to dismiss the amended claims.

 NOTE
11 – INCOME TAXES

 The
Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets
on September 30, 2023 and 2022 consist of net operating loss carry-forwards. The net deferred tax asset has been fully offset by a valuation
allowance because of the uncertainty of the attainment of future taxable income.

 The
items accounting for the difference between income taxes at the effective
statutory rate and the provision for income taxes for the fiscal years ended September 30, 2023 and 2022 are as follow:

OF EFFECTIVE INCOME TAX RATE

 2023

 2022

 Years
 Ended September 30,

 2023

 2022

 Income tax benefit at U.S. statutory
 rate of 21 %

 $
 ( 6,490,576
)

 $
 ( 2,675,812
)

 Income tax benefit – state

 ( 1,431,017
)

 ( 589,953
)

 Non-deductible expenses

 5,473,710

 1,543,675
)

 Change in valuation
 allowance

 2,447,883

 1,722,090

 Total provision for
 income tax

 $
 —

 $
 —

 The
Company's approximate net deferred tax asset as of September 30, 2023 and 2022 was as follow:

OF DEFERRED TAX ASSETS

 2023

 2022

 Years
 Ended September 30,

 2023

 2022

 Net operating
 loss carry-forwards

 $
 15,415,019

 $
 12,967,136

 Total deferred tax asset

 15,415,019

 12,967,136

 Less: valuation allowance

 ( 15,415,019
)

 ( 12,967,136
)

 Net deferred tax
 asset

 $
 —

 $
 —

 The gross operating loss carry forward available to the Company was $ 60,144,437
on September 30, 2023. The Company provided a full valuation allowance equal to the net deferred income tax asset as of September 30,
2023 and 2022 because it was not known whether future taxable income will be sufficient to utilize the loss carry-forwards. Additionally,
the future utilization of the net operating loss carry-forwards to offset future taxable income is subject to annual limitations as a
result of ownership or business changes that occurred prior to fiscal year 2023 and may occur in the future. The Company has not conducted
a study to determine the limitations on the utilization of these net operating loss carry-forwards.

 The
increase in the valuation allowance was $ 2,447,883 in fiscal year 2023 and total net tax effected loss carry-forwards on September
30, 2023 was $ 15,415,019. The potential tax benefit arising from the loss carry-forward of approximately $ 8,050,201 accumulated
through September 30, 2017, will expire
in 2037. The potential tax benefit arising from the net operating loss carry-forward of $ 7,364,818
occurred after the effective date of the current tax act and can be carried forward indefinitely within the annual usage
limitations.

 F- 51

 NOTE
12 - AGREEMENT AND PLAN OF MERGER

 On
May 23, 2023, the Company entered into an Agreement and Plan of Merger with IMAC Holdings, Inc., a Delaware corporation (Nasdaq:
BACK) (" IMAC "), and IMAC Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of IMAC
(" Merger Sub "). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge
with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of IMAC. On May 22, 2023,
the board of directors of IMAC, and the Board of Directors of Theralink unanimously approved the Merger Agreement.

 At
the effective time of the Merger, each share of the Company's common stock and each share of preferred stock of Theralink issued
and outstanding immediately prior to the effective Time will be converted into and will thereafter represent the right to receive a portion
of a share of common stock of IMAC, par value $ 0.001 such that the total number of IMAC Shares issued to the holders of Theralink Shares
shall equal 85 % of the total number of IMAC Shares outstanding as of the Effective Time.

 At
the effective time of the merger, each award of the Company's stock options, whether or not then vested or exercisable, that is
outstanding immediately prior to the eEffective time, will be assumed by IMAC and converted into a stock option relating to a number
of IMAC Shares equal to the product of: (i) the number of shares of Theralink Common Stock subject to such Theralink Stock Option; and
(ii) ratio which results from dividing one share of Theralink Common Stock by the portion of a IMAC Share issuable for such share as
finally determined at the Effective Time (the "Exchange Ratio"), at an exercise price per IMAC Share (rounded up to the nearest
whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Theralink Common Stock of such Theralink Stock
Option by (B) the Exchange Ratio.

 Each
of IMAC and Theralink has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly
solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with,
any unsolicited alternative acquisition proposals. However, if such party receives an unsolicited, bona fide acquisition proposal that
did not result from a material breach of the non-solicitation provisions of the Merger Agreement and IMAC's or Theralink's
Board of Directors, or any committee thereof, as applicable, concludes, after consultation with its financial advisors and outside legal
counsel, that such unsolicited, bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior
offer, such party may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations
with such third party in response to such unsolicited, bona fide acquisition proposal; provided that each party provides notice
and furnishes any non-public information provided to the maker of the acquisition proposal to each party substantially concurrently with
providing such non-public information to the maker of the acquisition proposal.

 The
completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger
Agreement by holders of a majority of the outstanding Theralink Shares, (ii) approval of the issuance of IMAC Shares in connection with
the Merger by a majority of the outstanding IMAC Shares, (iii) absence of any court order or regulatory injunction prohibiting completion
of the Merger, (iv) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the " HSR Act ") and (b) any agreement with any governmental entity not to consummate the transactions contemplated
by the Merger Agreement, (v) effectiveness of IMAC's registration statement on Form S-4 to register the IMAC Shares to be issued
in the Merger, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party,
(vii) the authorization for listing of IMAC Shares to be issued in the Merger on Nasdaq, (viii) compliance by the other party in all
material respects with its covenants, and (ix) the completion of satisfactory due diligence by both parties.

 IMAC
and Theralink have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary
covenants and agreements, including covenants and agreements relating to (i) the conduct of each of IMAC's and Theralink's
business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties
to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of any waiting periods
under the HSR Act.

 Upon
completion of the Merger, it is anticipated that the transaction with be accounted for as a reverse acquisition and recapitalization
of the Company. The Company is expecting to close the merger transaction in early 2024.

 NOTE
14 – SUBSEQUENT EVENTS

 Repayment
of Interest – IMAC

 On
November 20, 2023, the Company paid $ 18,087 of interest on the August 14, 2023, IMAC convertible note.

 Due Date Extension of New Debentures and New Related Party Debentures
and April 2023 Related Party Debenture

 On November 28, 2023, the Company elected to extend the New Debentures
and New Related Party Debentures and April 2023 Related Party Debenture for three months until February 28, 2023 (see Note 6). In connection
with this extension, at the expiration of the original Maturity Date of the New Debentures and New Related Party Debentures and April
2023 Related Party Debenture, the sum of (a) the outstanding principal amount of the Debentures, plus (b) accrued and unpaid interest
thereon at the expiration of the original Maturity Date, plus (c) all other amounts, costs, expenses and liquidated was increased by 5 %,
or an aggregate of $ 995,527.

 F- 52

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Dated:
 January 5, 2024

 By:

 /s/
 Faith Zavlavsky

 Faith
 Zavlavsky

 Chief
 Executive Officer

 Dated:
January 5, 2024

 By:

 /s/
 Andrew Kucharchuk

 Andrew
 Kucharchuk

 Chief
 Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/Faith
 Zavlavsky

 Chief
 Executive Officer

 Faith
 Zavlavsky

 (Principal
 Executive Officer)

 /s/
 Andrew Kucharchuk

 Chief
 Financial Officer (Principal

 Andrew
 Kucharchuk

 Financial
 Officer and Principal Accounting Officer)

 /s/
 Jeffrey Busch

 Chairman
 of the Board of Directors

 Jeffrey
 Busch

 /s/
 Yvonne C. Fors

 Director

 Yvonne
 C. Fors

 /s/
 Michael Ruxin, M.D.

 Director

 Michael
 Ruxin, M.D.

 /s/
 Matthew Schwartz

 Director

 Matthew
 Schwartz

 /s/
 Danica Holly

 Director

 Danica
 Holly