Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
With
the exception of the matter set forth below, the sale of unregistered securities for the nine month period ended September 30,
2019 were disclosed in our annual report on Form 10-K for the year ended December 31, 2018, filed on May 24, 2019.
On
May 1, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 8, 2019, we issued a convertible promissory note in the principle amount of $50,250 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 105,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
May 21, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 22, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 22, 2019, we issued a convertible promissory note in the principle amount of $15,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 30,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
May 30, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 31, 2019, we issued a convertible promissory note in the principle amount of $150,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 12, 2019, we issued a convertible promissory note in the principle amount of $100,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 19, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
June 24, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 27, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $125,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 3, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 3, 2019, we issued a convertible promissory note in the principle amount of $100,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 5, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 5, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 8, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 10, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 10, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 11, 2019, we issued a convertible promissory note in the principle amount of $30,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 60,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 11, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 12, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
July 17, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 19, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
August 24, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
ADVANZEON
SOLUTIONS, INC.
On
August 24, 2019, we issued a convertible promissory note in the principle amount of $200,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
All
of the convertible promissory notes listed above were issued to accredited investors, as that term is defined under the Section
501 of Regulation D, promulgated under the Securities Act of 1933, as amended. The warrants issued in connection with the promissory
notes all have a cashless exercise feature.
On
May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 10, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 11, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 19, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 22, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 28, 2019, we issued 3,000,000 warrants to our Chief Accounting Officer. The warrants have a term of five years and an exercise
price of $0.0650 per warrant.
ADVANZEON
SOLUTIONS, INC.
On
May 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 31, 2019, we issued 638,888 warrants to our Chief Executive Officer in lieu of 2019 first quarter salary. The warrants have
a term of five years and an exercise price of $0.09 per warrant.
On
May 31, 2019, we issued 347,222 warrants to our President in lieu of 2019 first quarter salary. The warrants have a term of five
years and an exercise price of $0.09 per warrant.
On
June 03, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 06, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
June 08, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 08, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 11, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
June 12, 2019, we issued 1,000,000 warrants to a member of our contracted supplier. The warrants have a term of five years and
an exercise price of $0.11 per warrant.
On
June 14, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 20, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 22, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 24, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
ADVANZEON
SOLUTIONS, INC.
On
June 24, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 25, 2019, we issued 718,750 warrants to our Chief Executive Officer in lieu of 2019 second quarter salary. The warrants have
a term of five years and an exercise price of $0.08 per warrant.
On
June 25, 2019, we issued 390,625 warrants to our consultant in lieu of 2019 second quarter salary. The warrants have a term of
five years and an exercise price of $0.08 per warrant.
On
June 27, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 6, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 11, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 25, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
ADVANZEON
SOLUTIONS, INC.
On
August 19, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
August 31, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
September 25, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants
have a term of three years and an exercise price of $0.25 per warrant.
On
September 30, 2019, we issued 136,905 warrants to our Chief Executive Officer in lieu of 2019 third quarter salary. The warrants
have a term of five years and an exercise price of $0.42 per warrant.
On
September 30, 2019, we issued 62,500 warrants to our consultant in lieu of 2019 third quarter salary. The warrants have a term
of five years and an exercise price of $0.42 per warrant.
We
relied on Section 4 (2) of the Securities Act of 1933, as amended and or Section 501 of Regulation D promulgated under said Act
as the exemption from registration under the Act.
Item
3. Exhibits
Documents
filed as part of this Report.
Exhibit
31.1 Certification of Clark A. Marcus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit
31.2 Certification of Arnold B. Finestone pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002