1.	Description of Business, Reverse Merger and Liquidity

Business

AEON Global Health Corp. (“AGHC”, the “Company”) and its subsidiaries primarily provide an array of clinical testing services to health care professionals through its wholly-owned subsidiary, Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories (“AEON”). AGHC also continues to provide its legacy secure web-based revenue cycle management applications and telehealth products and services that enable health care organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients, enhance related administrative and clinical workflows and compliance with regulatory requirements. Web-based services are delivered as Software as a Service (SaaS) to customers interfacing seamlessly with billing, information and records management systems.

Reverse Merger

January 27, 2016

AEON merged into a newly formed acquisition subsidiary of AHC pursuant to a definitive Amended and Restated Agreement and Plan of Merger dated

January 26, 2016,

as amended on

May 31, 2016 (

collectively the “Merger Agreement”) and

December 15, 2016 (

the “AEON Acquisition”). The merger certificate was filed with the Secretary of State of Georgia on

January 27, 2016.

AEON survived the merger as a wholly-owned subsidiary of AGHC (collectively the “Company”). AEON contracts with health care professionals to provide urine and oral fluid testing to patients. The

four

primary tests provided by AEON are Medical Toxicology, Pharmacogenomics, Cancer Genetic Testing and Molecular Biology. Following the completion of the reverse merger, the business conducted by AEON became primarily the business conducted by the Company.

Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the merger is treated as a “reverse merger” under the purchase method of accounting. The consolidated financial statements reflect the historical results of AEON prior to the completion of the reverse merger since it was determined to be the accounting acquirer, and do

not

include historical results of AGHC prior to the completion of the merger.

Going Concern

As of the filing date of this Annual Report on Form

-K, and after giving effect to the recent note exchange transaction described in greater detail in Note

of the Notes to Consolidated Financial Statements, there is outstanding an aggregate principal amount of

$3,209,651

of notes, consisting of (i) an aggregate principal amount of

$1,698,169

of senior secured convertible notes with a maturity date of

March 20, 2020, (

ii) a maximum aggregate principal amount of

$2.0

million of senior secured grid notes with an aggregate outstanding principal amount of

$1,351,482

with a maturity date of

June 30, 2020,

and (iii) a secured note subordinated to the interests of the existing senior lenders in the principal amount of

$160,000

with a maturity date of

June 15, 2018.

We expect existing resources, revenues generated from operations, and proceeds received from other transactions we are considering which would satisfy working capital requirements for at least the next

twelve

months; however,

assurances can be given that we will be able to generate sufficient cash flow from operations or complete other transactions to satisfy our other obligations. The accompanying consolidated financial statements do

not

include any adjustments to the recoverability and classification of assets carrying amounts or the amounts and classifications of liabilities that might result from the outcome of these uncertainties. Accordingly, the Company needs to raise additional capital and is exploring potential transactions to improve our capital position. Unless we can increase revenues substantially or generate additional capital from other transactions, our current cash resources will only satisfy our working capital needs for a limited period of time.

The Company’s capital requirements have been and will continue to be significant and it is expecting significant amounts of capital to develop, promote and market its services. At

June 30, 2018,

cash and cash equivalents amounted to

$723,352

and the Company’s working capital deficit was

$6,613,857.

Since

June 30, 2017

cash and cash equivalents decreased by

$398,411.

Currently, available cash and cash equivalents as of the filing date of this Annual Report on Form

-K is

$855,000

and current estimated monthly operational requirements are approximately

$1,200,000.

The Company does

not

have a bank line of credit or other fixed source of capital reserves. We are exploring potential transactions to improve our capital position to ensure we can meet our financing and working capital requirements. We would expect to raise additional funds through obtaining a credit facility from an institutional lender or undertaking private debt financings. Raising additional funds by issuing equity or convertible debt securities

may

cause our stockholders to experience substantial dilution in their ownership interests and new investors

may

have rights superior to the rights of our other stockholders. Raising additional funds through debt financing or preferred stock, if available,

may

involve covenants that restrict our business activities and options and such additional securities

may

have powers, designations, preferences or rights senior to our currently outstanding securities. We

may

also enter into financing transactions which involve the granting of liens on our assets or which grant preferences of payment from our revenue streams, all of which could adversely impact our ability to rely on our revenue from operations to support our ongoing operating costs.

Alternatively, we

may

seek to obtain new financing from existing security holders, which

may

include reducing the exercise or conversion prices of outstanding securities, or the issuance of additional equity securities. Currently, we do

not

have any definitive agreements with any

third

-parties for such transactions and there can be

assurance that we will be successful in raising additional capital or securing financing when needed or on terms satisfactory to the company. If we are unable to raise additional capital when required, or on acceptable terms, we will need to reduce costs and operations substantially or potentially suspend operations, any of which would have a material adverse effect on our business, financial condition and results of operations.

Management has concluded that due to the conditions described above, there is substantial doubt about the entity’s ability to continue as a going concern. We have evaluated the significance of the conditions in relation to our ability to meet our obligations and believe that our current cash balance and future cash receipts from revenue will provide sufficient capital to continue operations through fiscal

2019.

In addition to our efforts to improve our capital position through commercial operations and/or product partnering opportunities, we are considering capital raising alternatives, including credit lines from external financial sources. We cannot assure you that financing will be available on acceptable terms. If we are

not

successful in generating or raising additional capital, we will risk defaulting under the terms of our existing loans. Additionally, if additional capital is raised through the sale of equity, or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders. Furthermore, despite our optimism regarding the future of the Company, even if the Company is adequately funded, there is

guarantee that any of our services will perform as hoped or that such services can be successfully commercialized.