Sec Form 4 Filing - Holley Danica @ THERALINK TECHNOLOGIES, INC. - 2022-11-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Holley Danica 2. Issuer Name and Ticker or Trading Symbol THERALINK TECHNOLOGIES, INC. [ THER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THERALINK TECHNOLOGIES, INC., 15000 W. 6TH AVE., #400 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2022 (Street) GOLDEN, CO80401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 10% O.I.D. Senior Secured Convertible Debenture $ 0.003 ( 1 ) 11/29/2022 J( 2 ) 11/29/2023( 3 ) 11/29/2023( 3 ) Common Stock 19,868,224 ( 4 ) $ 0 ( 2 ) $ 59,604.67 D 8% Convertible Promissory Note $ 0.0048 11/29/2022 11/29/2022 J( 2 ) 06/29/2022 06/01/2027 Common Stock 10,504,202 ( 4 ) $ 0 ( 2 ) $ 0 D Common Stock Purchase Warrant $ 0.003 ( 1 ) 11/29/2022 J( 2 ) 17,029,905 11/29/2023( 3 ) 05/29/2029( 5 ) Common Stock 17,029,905 $ 0 ( 2 ) 17,029,905 D Common Stock Purchase Warrant $ 0.003 ( 6 ) 11/29/2022 J( 6 ) 2,100,840 06/15/2022 06/01/2027 Common Stock 2,100,840 $ 0 ( 6 ) 2,100,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holley Danica C/O THERALINK TECHNOLOGIES, INC. 15000 W. 6TH AVE., #400 GOLDEN, CO80401 X Signatures /s/ Danica Holley 01/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Assumes a fixed conversion price of $0.003, but such conversion price is subject to adjustment as set forth in the debenture and warrant, respectively. ( 2 )The Reporting Person was issued a 10% Original Issue Discount ("O.I.D.") Senior Secured Convertible Debenture in the principal amount of $59,604.67 and 17,029,905 warrants in exchange for the 8% Convertible Promissory Note in the principal amount of $51,830 previously issued to the Reporting Person. ( 3 )The debentures and warrants described in footnote 2 are subject to mandatory conversion upon the occurrence of certain events, as outlined in the debentures and warrants, respectively. The original maturity date of the debentures was subsequently extended to February 29, 2024. ( 4 )Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock. ( 5 )Expiration Date in the event a Qualified Offering is not consummated prior to the maturity date of the debentures the Warrants are issued in connection with. ( 6 )In connection with the note exchange describe in footnote 2, the Reporting Person entered into an amendment to its previously issued Common Stock Purchase Warrant amending the exercise price to $0.003 (and subject to adjustment in the event of certain fundamental transactions described in the amended warrant).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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