SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Represents (i) 4,525,312 shares of common stock and a warrant to purchase 1,589,004 shares of common stock, each owned of record by Marli B. Miller Trust A-4; (ii) 4,525,312 shares of common stock and a warrant to purchase 1,589,004 shares of common stock, each owned of record by Lloyd I. Miller, III Trust A-4; (iii) 3,119,164 shares of common stock and a warrant to purchase 1,095,253 shares of common stock, each owned of record by Milfam II L.P.; (iv) 656,807 shares of common stock and a warrant to purchase 230,630 shares of common stock, each owned of record by JPMorgan Chase NA Custodian FBO Susan F Miller Spousal IRA; (v) 418,100 shares of common stock and a warrant to purchase 146,811 shares of common stock, each owned of record by Lloyd I. Miller, III Revocable Trust; and (vi) 289,343 shares of common stock and a warrant to purchase 101,599 shares of common stock, each owned of record by Catherine Miller Trust C. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (vi) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(2) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) Represents (i) 4,525,312 shares of common stock and a warrant to purchase 1,589,004 shares of common stock, each owned of record by Marli B. Miller Trust A-4; (ii) 4,525,312 shares of common stock and a warrant to purchase 1,589,004 shares of common stock, each owned of record by Lloyd I. Miller, III Trust A-4; (iii) 3,119,164 shares of common stock and a warrant to purchase 1,095,253 shares of common stock, each owned of record by Milfam II L.P.; and (iv) 289,343 shares of common stock and a warrant to purchase 101,599 shares of common stock, each owned of record by Catherine Miller Trust C. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (iv) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

(1) The percentage reported in this Schedule 13D is based upon 71,661,656 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Advanzeon Solutions, Inc. on May 19, 2020 plus 4,752,301 shares of common stock of Advanzeon Solutions, Inc. that are issuable upon exercise of warrants.

SCHEDULE 13D

Introduction

This Statement on Schedule 13D (this “Schedule 13D”) is filed on behalf of (i) Neil S. Subin (“Mr. Subin”), (ii) MILFAM LLC, (iii) Marli B. Miller Trust A-4 (“MBM Trust A-4”), (iv) Lloyd I. Miller, III Trust A-4 (“LIM Trust A-4”), (v) Milfam II L.P. (“Milfam II”), (vi) JPMorgan Chase Bank NA Custodian FBO Susan F Miller Spousal IRA (“Spousal IRA”), (vii) Lloyd I. Miller III Revocable Trust dtd 01/07/97 (“LIM Revocable Trust”) and (viii) Catherine Miller Trust C (“Trust C”). Mr. Subin, MILFAM LLC, MBM Trust A-4, LIM Trust A-4, Milfam II, Spousal IRA, LIM Revocable Trust and Trust C are collectively, the “Reporting Persons”.

This Schedule 13D is being filed to report the beneficial ownerships of the Reporting Person following a transaction between Advanzeon Solutions, Inc. (the “Company”, “ASI” or the “Issuer”), the Reporting Persons and Marli B. Miller (the Reporting Persons and Marli B. Miller, collectively, the “Holders”) pursuant to which the Holders exchanged promissory notes with aggregate outstanding principal and interest of $2,916,869 for 14,584,350 shares of Common Stock and warrants to purchase 5,121,105 shares of Common Stock at an exercise price of $0.25 per share of Common Stock (the “ASI Warrants”).

As the Reporting Persons vote in concert, the Reporting Persons form a group under Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Group”). The Group is deemed to have beneficial ownership of all equity securities beneficially owned by the Reporting Persons. Accordingly, the Group is deemed to have beneficial ownership of 18,286,339 shares of Common Stock, including 4,752,301 shares of Common Stock issuable upon exercise of the ASI Warrants. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of Advanzeon Solutions, Inc., whose principal executive offices are located at 2901 W. Busch Blvd., Suite 701, Tampa, Florida 33618.

Item 2. Identity and Background

(a), (b), (c) and (f). This statement is filed by:

(i) Mr. Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf of or for the benefit of himself, his family and its entities, and certain entities owned by or trusts (such entities and trusts, the “Miller Entities”) for the benefit of the family of the late Mr. Lloyd I. Miller, III (the “Miller Family”). Mr. Subin is a United States citizen.

(ii) MILFAM LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC.

(iii)  MBM Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. MBM Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is an advisor of MBM Trust A-4.

(iv) LIM Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. LIM Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is an advisor of LIM Trust A-4.

(v) Milfam II, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of Milfam II is as an investment fund. Milfam II is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of Milfam II.

(vi) The Spousal IRA, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable, the Spousal IRA is a United States citizen. Mr. Subin is the agent of the Spousal IRA.

(vii) LIM Revocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. LIM Revocable Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of LIM Revocable Trust.

(viii) Trust C, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is an advisor of Trust C.

(d) No Reporting Person has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

To the knowledge of the Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On May 13, 2020, the Issuer and the Holders entered into that certain Exchange Agreement (the “Exchange Agreement”) pursuant to which the Holders exchanged promissory notes with aggregate outstanding principal and interest of $2,916,869 for 14,584,350 shares of Common Stock and ASI Warrants, warrants to purchase 5,121,105 shares of Common Stock at an exercise price of $0.25 per share of Common Stock. The Reporting Persons exchanged aggregate outstanding principal and interest of $2,706,806.59 for 13,534,037 shares of Common Stock and ASI Warrants to purchase 4,752,301 shares of Common Stock.

The foregoing is only a summary of the Exchange Agreement and ASI Warrants and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the forms of Exchange Agreement and ASI Warrant, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D and are incorporated by reference herein.

Item 4. Purpose of the Transaction

The Common Stock covered by this Schedule 13D, including the Common Stock issuable upon exercise of the ASI Warrants, was acquired for investment purposes in the ordinary course of business.

In addition, the purpose of the acquisition of the Common Stock and the ASI Warrants was to effect the Exchange Agreement which was consummated on May 13, 2020.

Except in connection with the matters described in this Item 4 and elsewhere herein and matters contemplated hereby, the Reporting Persons do not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by them, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

The Reporting Persons will update this Schedule 13D as necessary and advisable to disclose any plans, proposals, or purposes with respect to the Issuer.

Item 5. Interest in Securities of the Issuer

(a) and (b).

The percentage reported in this Schedule 13D is based upon a total of 76,413,957 shares of Common Stock outstanding (“Common Stock Outstanding”) which includes 71,661,656 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer on May 19, 2020 and 4,752,301 shares of Common Stock of the Issuer that are issuable upon exercise of ASI Warrants held by the Reporting Persons.

As the Reporting Persons vote in concert, the Reporting Persons form a group under Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended. The Group is deemed to have beneficial ownership of all equity securities owned by the Reporting Persons. Accordingly, the Group is deemed to have beneficial ownership of 18,286,339 shares of Common Stock, including 4,752,301 shares of Common Stock issuable upon exercise of the ASI Warrants, constituting 23.9% of the Common Stock Outstanding. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.

The aggregate number and percentage of shares of Common Stock over which the Reporting Person may have dispositive power are as follows:

(i) Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Mr. Miller, and Mr. Subin also serves as trustee of a number of trusts for the benefit of the family of the late Mr. Miller, consequently, he may be deemed to share voting and dispositive power over 18,286,339 shares of Common Stock (including 4,752,301 shares of Common Stock issuable upon exercise of ASI Warrants) held by the entities and trusts specified in paragraphs (ii) through (vii) below, constituting 23.9% of the Common Stock Outstanding. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(ii) MILFAM LLC, serves as manager, general partner, or advisor of a number of the entities formerly managed or advised by the late Mr. Miller, consequently, it may be deemed to share dispositive power over 16,833,991 shares of Common Stock (including 4,374,860 shares of Common Stock issuable upon exercise of ASI Warrants) held by the entities and trusts specified in paragraphs (iii) through (vii) below, constituting 22.0% of the Common Stock Outstanding. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(iii) MBM Trust A-4, as the owner of 4,525,312 shares of Common Stock and an ASI Warrant to purchase 1,589,004 shares of Common Stock, may be deemed to share dispositive power over 6,114,316 shares of Common Stock (including 1,589,004 shares of Common Stock issuable upon exercise of ASI Warrants) with MILFAM LLC and Mr. Subin, constituting 8.0% of the Common Stock Outstanding. MBM Trust A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(iv) LIM Trust A-4, as the owner of 4,525,312 shares of Common Stock and an ASI Warrant to purchase 1,589,004 shares of Common Stock, may be deemed to share dispositive power over 6,114,316 shares of Common Stock (including 1,589,004 shares of Common Stock issuable upon exercise of ASI Warrants) with MILFAM LLC and Mr. Subin, constituting 8.0% of the Common Stock Outstanding. LIM III Trust A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(v) Milfam II, as the owner of 3,119,163 shares of Common Stock and an ASI Warrant to purchase 1,095,253 shares of Common Stock, may be deemed to share dispositive power over 4,214,417 shares of Common Stock (including 1,095,253 shares of Common Stock issuable upon exercise of ASI Warrants) with MILFAM LLC and Mr. Subin, constituting 5.5% of the Common Stock Outstanding. Milfam II disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(vi) LIM Revocable Trust, as the owner over 418,100 shares of Common Stock and an ASI Warrant to purchase 146,811 shares of Common Stock, may be deemed to share dispositive power of 564,911 shares of Common Stock (including 146,811 shares of Common Stock issuable upon exercise of ASI Warrants) with Mr. Subin, constituting 0.7% of the Common Stock Outstanding. LIM Revocable Trust disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(vii) Spousal IRA, as the owner of 656,807 shares of Common Stock and an ASI Warrant to purchase 230,630 shares of Common Stock, may be deemed to share dispositive power over 887,437 shares of Common Stock (including 230,630 shares of Common Stock issuable upon exercise of ASI Warrants) with Mr. Subin, constituting 1.2% of the Common Stock Outstanding. Spousal IRA disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(viii) Trust C, as the owner of 289,343 shares of Common Stock and an ASI Warrant to purchase 101,599 shares of Common Stock, may be deemed to share dispositive power over 390,942 shares of Common Stock (including 101,599 shares of Common Stock issuable upon exercise of ASI Warrants) with MILFAM LLC and Mr. Subin, constituting 0.5% of the Common Stock Outstanding. Trust C disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(c) The description of the Exchange Agreement and Warrant under Item 6 of this Schedule 13D is incorporated herein by reference in its entirety.

(d) Persons other than the Reporting Person have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Exchange Agreement and Warrant

On May 13, 2020, the Issuer and the Holders, entered into the Exchange Agreement pursuant to which the Holders exchanged promissory notes with aggregate outstanding principal and interest of $2,916,869 for 14,584,350 shares of Common Stock and the ASI Warrants, warrants to purchase 5,121,105 shares of Common Stock at an exercise price of $0.25 per share of Common Stock. The exchange rate was 1 share of Common Stock plus 1 ASI Warrant to purchase 0.35113 of a share of Common Stock at an exercise price of $0.25 per share of Common Stock for each $0.20 of principal and accrued but unpaid interest on the notes as of April 21, 2020. $0.20 was the market price of the Common Stock as of April 21, 2020. The Reporting Persons exchanged aggregate outstanding principal and interest of $2,706,806.59 for 13,534,037 shares of Common Stock and ASI Warrants to purchase 4,752,301 shares of Common Stock.

The Exchange Agreement provides that the Holders are subject to a lock-up of their acquired shares  until the earlier of (a) one year from the date of the Exchange Agreement, or (b) the average daily trading volume of the Issuer’s Common Stock is no less than 500,000 shares for 30 consecutive trading days (collectively, the “Lock-up Period”). Following the Lock-up Period and for a period of 18 months from the date of the Exchange Agreement, if the Holders intend to sell more than 200,000 shares on any single trading day, the Holders must give the Issuer prior notice of the amount of shares they intend to sell and the Issuer shall have a right to purchase all, but not less than all, of the offered shares at the closing bid price of the Common Stock on the date of the notice.

In connection with the Exchange Agreement, the Company issued ASI Warrants to the Holders to purchase 5,121,105 shares of the Issuer’s Common Stock. The ASI Warrants have a term of five years with an exercise price of $0.25 per share and do not have a cashless exercise option. The number of shares issuable upon exercise and the exercise price are subject to adjustment as provided in the ASI Warrants.

The foregoing is only a summary of the Exchange Agreement and ASI Warrants and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the forms of Exchange Agreement and ASI Warrant, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D and are incorporated by reference herein.

Item 7. Materials to be Filed as Exhibits:

 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 29, 2020

Page 15 of 15

Exhibit 99.1

EXCHANGE AGREEMENT

This Exchange Agreement (‘‘Agreement”) is dated as of May __, 2020, by and between Advanzeon Solutions, Inc., a Delaware corporation, (“ASI”) and Marli B. Miller Trust A-4, Lloyd I. Miller Trust A-4, MILFAM LLC, Marli B. Miller, JPMorgan Chase, N.A. Custodian FBO Susan F Miller Spousal IRA, the Lloyd I Miller, III revocable Trust dtd 01/07/97 and Catherine Miller Trust C, (collectively the “Holders”).

WHEREAS, The Holders hold certain promissory notes as set forth on Attachment A (the “Notes”) hereto titled 10% Senior Notes Due April 15, 2012; and

WHEREAS, The Holders desire to exchange the Notes for shares of ASI Common Stock (the “Shares”) and warrants to purchase common stock in the form attached hereto as Attachment B (the “Warrants”) in the amounts set forth in Attachment A (collectively the “Securities”) with the exchange rate for the Securities being (x) $.20 of principal and accrued but unpaid interest on the Notes as of April 21, 2020 per (y) 1 Share together with a Warrant to purchase 0.35113 of a share of Common Stock; and

WHEREAS, ASI is willing to so issue the Securities in exchange for the Notes.

NOW THEREFORE, Upon the terms and subject to the conditions of this Agreement the parties agree as follows.

1. The WHEREAS clauses set forth above are hereby incorporated by reference herein as if fully written

2. ASI will deliver the Securities to the Holders in the amounts set forth in Attachment A hereto on or before May XX, 2020, according to the delivery instructions provided by the Holders.

3. ASI represents and warrants to the Holders that ASI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. ASI is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it makes such licensing or qualification necessary.

3a. The authorized capital stock of ASI consists of 1,000,000,000 shares of Common Stock, $.01 par value, of which 71,661,656 shares were issued and outstanding as of April 21, 2010, 1,000,000 shares of Preferred Stock, $.0001 par value of which 14,400 shares of Series C Convertible Preferred Stock are authorized and 10,434 shares are issued and outstanding and 7,000 shares of Series D Convertible Preferred Stock are authorized and 250 shares are issued and outstanding all as of April 21, 2020. Also as of April 21, 2020, there were 66,189,314 common stock purchase warrants issued and outstanding.

3b. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of ASI, and this Agreement is a valid and binding obligation of ASI, enforceable against it in accordance with its terms.

3c. The transactions contemplated by this Agreement, including without limitation the issuance of the Securities and the compliance with the terms of this Agreement have been unanimously approved and declared advisable as being in best interest of ASI by the Board of Directors of ASI.

3d. The Securities have been duly authorized by all necessary corporate action. When issued, the Shares and the shares of Common Stock issuable pursuant to the Warrants (“Warrant Shares”) will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws. [ASI covenants that for the duration of the exercise period of the Warrants, ASI will at all times reserve and keep available, from its authorized and shares of Common Stock, such number of Warrant Shares as from time to time shall be issuable upon the exercise of the Warrants. ASI further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued is insufficient to permit the exercise of the Warrants.]

3e. ASI represents and warrants that it has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1933, as amended during the preceding twelve months including its annual report on form 10-K for the fiscal year ended December 31, 2019.

4. The Holders jointly and severally agree that without the prior written consent of ASI and except as set forth below, the Holders will not until the earlier of (a) one year from the date of this Agreement or (b) the average daily trading volume of ASI’s Common Stock is no less than 500,000 shares for 30 consecutive trading days (the “Lock-Up Period”) (i) offer, pledge , gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any Warrant Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or the Warrant Shares, whether any such transaction is to be settled by delivery of shares of ASI’s Common Stock or such other securities, in cash or otherwise (i) and (ii) being referred to collectively as the (‘Lock Up”). Notwithstanding the foregoing, without the prior written consent of ASI, the Holders may transfer any of the Securities as a bona fide gift, by will or intestacy, or to a family member of trust for the benefit of a family member, or other transfer for estate planning purposes; provided, that each transferee, donee or distributee of the Securities shall deliver to ASI a lock-up letter substantially in the form of this Section 4. Each certificate representing the Shares and the Warrant Shares, if required, will bear a legend substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN EXCHANGE AGREEMENT DATED MAY XX, 2020”

4a. Following the release of the Securities from the Lock-Up the Holders jointly and severally agree to limit the resale of the Shares and Warrant Shares in the public market as follows. If at any time within 18 months of the date of this Agreement the Holders intend in good faith to sell more than 200,000 shares on any single trading day (a “Sale Day”), the Holders shall provide the Company prior notice of the amount of shares they intend to sell (the “Offered Shares”) via email to [__________]  after market close on the prior trading day (the “Notice Day”). The Company shall have the right to purchase, either directly or via its designated broker, all but not less than all of the Offered Shares at the closing bid price for the Common Stock on the principal trading market (including, if applicable, OTC) on the Notice Day. The Company may exercise this right via reply email, with confirmation of the amount, price and manner of sale, no later than market open on the Sale Day (the “Acceptance Notice”). If the Company timely delivers an Acceptance Notice, the parties shall take all actions necessary to close and fund such sale within 2 trading days following the Sale Day. If the Holders do not timely receive an Acceptance Notice, the Holders shall not be restricted in their resales of Shares and Warrant Shares on such Sale Day.

4b. ASI shall cause the foregoing legend to be removed promptly after the receipt of request by the Investor in connection with any resale of the Shares or Warrant Shares that is made in compliance with, or pursuant to a valid exemption from, the registration provisions of the Securities Act of 1933, as amended, and the requirements of this Section 4.

5. The Holders individually and jointly acknowledge that they are acquiring the Securities for their own account and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended and rules and regulation promulgated thereunder. The Holders acknowledge that they or their representatives have had an opportunity to review ASI’s annual report on Form 10-K for the fiscal year ended December 31, 2019, and any other filings made to the SEC as displayed on the SEC website.

6. The Warrants will be a standard type ASI uses, the form of which is attached hereto as Attachment B, with a term of five years with an exercise price of $.25 per warrant and will not have a cashless exercise option.

7. The Holders jointly and severally acknowledge and agree that upon the delivery of the Securities set forth herein, ASI will record the Notes as having been cancelled and there are no other agreements or understandings, either written or oral between the Holders and ASI other than what is contained in this Agreement.

8. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by overnight delivery signature required or seven days after being sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following addresses or to such other address the parties to this Agreement shall specify by notice to the other parties:

If to ASI: 2901 W. Busch Blvd., Suite 701

Tampa, FL 33618 

Attn: Clark A. Marcus, CEO

If to the Holders: Milfam LLC

2336 SE Ocean Blvd., Suite 400 

Stuart, FL 34996 

Attn: Neil S. Subin 

9. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any term of this Agreement may be amended, terminated or waived only with the written consent of ASI and the Holders.

10. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. Each of the parties hereto submits to the competent jurisdiction of any federal or state court located in the State of Florida.

11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY.

12. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written by their respective officers/representatives thereunto duly authorized.

(Signatures continue on next pages)

JPMorgan Chase, N.A. Custodian FBO Susan F Miller Spousal IRA

9

Exhibit 99.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

ADVANZEON SOLUTIONS, INC.

Expires: _______________

FOR VALUE RECEIVED, the undersigned, Advanzeon Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that _____________________ (“Holder”) is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to _____________________ (______________) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, par value $0.01 per share (the “Common Stock”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term beginning on the date of issuance hereof.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by  delivery of the exercise form attached in Appendix A hereto duly executed at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank check or by wire transfer to an account designated by the Issuer.

(c) Issuance of Stock Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder, issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC if such exercise is in connection with a sale and the Issuer and its transfer agent are participating in DTC through the DWAC system. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of shares of Warrant Stock exercised as of each date of exercise.

(d) Transferability of Warrant. Subject to Section 2(f) hereof, this Warrant may be transferred by a Holder, in whole or in part. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon delivery by the Holder of an executed assignment in the form attached hereto and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

(e) Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

(f) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with legends in substantially the following form:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

(iii) The Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act . The Issuer will respond to any such notice from a holder within three (3) Trading Days. In the case of any proposed transfer under this Section 2(f), the Issuer will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(f) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, the Issuer shall cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant).

(g) Accredited Investor. In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited investor” as defined in Regulation D under the Securities Act.

(h) No Mandatory Redemption. This Warrant may not be called or redeemed by the Issuer without the written consent of the Holder.

3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

(a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issuance upon exercise of this Warrant a number of authorized but unissued shares of Common Stock equal to at least one hundred percent (100%) of the number of shares of Common Stock issuable upon exercise of this Warrant without regard to any limitations on exercise.

(b) Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any Governmental Authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, and maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

(c) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

(d) Payment of Taxes. The Issuer will pay any documentary stamp taxes attributable to the initial issuance of the Warrant Stock issuable upon exercise of this Warrant; provided, however, that the Issuer shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant Stock in a name other than that of the Holder in respect to which such shares are issued.

4. Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise. The Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. Upon each adjustment of the Warrant Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Warrant Price resulting from such adjustment.

(a) Adjustment Due to Dividends, Stock Splits, Etc. If, at any time on or after the Original Issuance Date, the number of outstanding shares of Common Stock is increased by a (i) dividend payable in any kind of shares of capital stock of the Issuer, (ii) stock split, (iii) combination, (iv) reclassification or (v) other similar event, the Conversion Price shall be proportionately reduced by multiplying the Warrant Price by a fraction of which the numerator shall be the number of outstanding shares of Common Stock immediately before such event and of which the denominator shall be the number of outstanding shares of Common Stock immediately after such event, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares, or other similar event, the Conversion Price shall be proportionately increased by multiplying the Warrant Price by a fraction of which the numerator shall be the number of outstanding shares of Common Stock immediately before such event and of which the denominator shall be the number of outstanding shares of Common Stock immediately after such event. In such event, the Issuer shall notify the Issuer's Transfer Agent of such change on or before the effective date thereof.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Issuer with any other entity (other than a merger in which the Issuer is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Issuer, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Issuer’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

(c) Adjustment Upon Issuance of Additional Shares of Common Stock. In the event the Issuer shall at any time after the Original Issue Date issues Additional Shares of Common Stock, without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to such issuance, then the Warrant Price shall be reduced, concurrently with such issuance, to the consideration per share received by the Issuer for such issue of the Additional Shares of Common Stock; provided that if such issuance was without consideration, then the Issuer shall be deemed to have received an aggregate of $0.01 of consideration for all such Additional Shares of Common Stock issued.

(d) Other Adjustments. If the Issuer takes any action affecting the Common Stock after the date hereof that would be covered by this Section 4, but for the manner in which such action is taken or structured, and such action would in any way diminish the value of the Warrant or Warrant Stock, then the Warrant Price shall be adjusted in such manner as the Board shall in good faith determine to be equitable under the circumstances.

(e) Purchase Rights. In addition to any adjustments pursuant to subsections (a)-(d) above, if at any time the Issuer grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the proportionate number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f)   Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Corporate Change that constitutes a change of control, but not prior to the public announcement of such change of control, the Issuer shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change in Control Notice"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending ten (10) Trading Days after the consummation of such change of control, the Holder may require the Issuer to redeem all or any portion of this Warrant by delivering written notice thereof ("Change in Control Redemption Notice") to the Issuer, which Change of Control Redemption Notice shall indicate the amount the Holder is electing to be redeemed. Any such redemption shall be in cash in the amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation, which value shall be determined by use of the Black Scholes Option Pricing Model reflecting (A) a risk-free interest rate corresponding to the U. S. Treasury rate for a period equal to the remaining tern of this Warrant as of such date of request and (B) an expected volatility equal to the 100-day volatility obtained from the HVT function on Bloomberg for the 100-day period ending on the date of the Change of Control Redemption Notice.

5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to a national or regional accounting firm reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The costs and expenses of the initial accounting firm shall be paid equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and expenses of the subsequent accounting firm shall be paid in full by the Issuer.

6. Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares.

7. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

“Additional Shares of Common Stock” means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, including issuances of Common Stock pursuant to the conversion or exercise of options, warrants and other convertible Securities.

“Board” shall mean the Board of Directors of the Issuer.

“Capital Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.

“Certificate of Incorporation” means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law.

“Common Stock” means the Common Stock, $0.01 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

“Governmental Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.

“Holders” mean the Persons who shall from time to time own any Warrant. The term “Holder” means one of the Holders.

“Independent Appraiser” means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

“Issuer” means Advanzeon Solutions, Inc., a Delaware corporation, and its successors.

“Original Issue Date” means ______________.

“OTC Bulletin Board” means the over-the-counter electronic bulletin board.

“Other Common” means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount.

“Person” means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature.

 “Securities” means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security” means one of the Securities.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

“Subsidiary” means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

“Term” has the meaning specified in Section 1 hereof.

“Trading Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin Board or a national securities exchange, or (b) if the Common Stock is not traded on the OTC Bulletin Board or a national securities exchange, a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC Markets Group (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Voting Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power only by reason of the happening of a contingency.

“Warrants” means the Warrants issued pursuant to this Warrant, without limitation, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

“Warrant Price” initially means $______, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

“Warrant Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

“Warrant Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

8. Other Notices. In case at any time:

then, in each of such cases, the Issuer shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

9. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Holder; provided, however, that no such amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision of this Section 9 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all holders of the Warrants.

10. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in Hillsborough County, Florida, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Florida is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of Florida. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and expenses of enforcement of this Warrant, including, without limitation, reasonable attorneys’ fees and expenses. The parties hereby waive all rights to a trial by jury.

11. Notices. All notices, requests, consents or other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed first class postage prepaid, registered or certified mail, to the following address:

In the case of the Issuer:

Advanzeon Solutions, Inc.

2901 W. Busch Blvd., Suite 701

Tampa, FL 33618

Attention: CEO

In the case of the Holder:

Such notices and other communications shall, for all purposes of this Agreement, be treated as being effective upon being delivered personally or, if sent by mail, five days after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed as set forth above, and postage prepaid. Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

12. Remedies. The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

13. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.

14. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein.

15. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above written.

ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation.

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation.

FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________.

APPENDIX A

WARRANT EXERCISE FORM

ADVANZEON SOLUTIONS, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock, par value $0.01 per share, of Advanzeon Solutions, Inc. covered by the within Warrant.

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

The Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant.

-14-

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the shares of Common Stock, par value $0.01 per share, of Advanzeon Solutions, Inc, and further agree that this Joint Filing Agreement shall be included as an exhibit to the first such joint filing and may, as required, be included as an exhibit to subsequent amendments thereto.

Each of the undersigned agrees and acknowledges that each party hereto is (i) individually eligible to use such Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date hereof.

Dated: June 29, 2020

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

[Signature Page to Joint Filing Agreement]