Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-52684 | ||
Entity Registrant Name | Progressive Care Inc. | ||
Entity Central Index Key | 0001402945 | ||
Entity Tax Identification Number | 32-0186005 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 400 Ansin Blvd. | ||
Entity Address, Address Line Two | Suite A | ||
Entity Address, City or Town | Hallandale Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33009 | ||
City Area Code | (305) | ||
Local Phone Number | 760-2053 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11.8 | ||
Entity Common Stock, Shares Outstanding | 3,350,104 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 229 | ||
Auditor Name | Daszkal Bolton LLP | ||
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 6,742,876 | $ 1,412,108 |
Accounts receivable – trade, net | 3,671,786 | 2,187,848 |
Receivables - other | 2,004,805 | 382,324 |
Inventory, net | 713,284 | 1,150,390 |
Prepaid expenses | 245,983 | 813,310 |
Total Current Assets | 13,378,734 | 5,945,980 |
Property and equipment, net | 2,582,753 | 2,423,497 |
Other Assets | ||
Goodwill | 1,387,860 | 1,387,860 |
Intangible assets, net | 126,696 | 152,791 |
Operating right-of-use assets, net | 446,180 | 595,790 |
Finance right-of-use assets, net | 53,814 | 87,156 |
Deposits | 38,637 | 38,637 |
Total Other Assets | 2,053,187 | 2,262,234 |
Total Assets | 18,014,674 | 10,631,711 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 7,384,336 | 6,000,034 |
Notes payable and accrued interest, net of unamortized debt discount and debt issuance costs | 226,931 | 202,184 |
Operating lease liabilities - current portion | 200,314 | 149,744 |
Finance lease liabilities – current portion | 33,616 | 33,976 |
Total Current Liabilities | 7,845,197 | 6,385,938 |
Long-term Liabilities | ||
Notes payable, net of current portion | 2,248,626 | 3,108,794 |
Derivative liabilities | 221,900 | |
Operating lease liabilities - net of current portion | 278,602 | 469,665 |
Finance lease liabilities – net of current portion | 24,198 | 57,814 |
Total Liabilities | 10,396,623 | 10,244,111 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock ($0.0001 par value, 100,000,000 shares authorized; 3,347,440 and 2,724,422 issued and outstanding at December 31, 2022 and 2021, respectively) | 66,947 | 54,487 |
Additional paid-in capital | 22,525,214 | 8,862,050 |
Accumulated deficit | (14,974,113) | (8,528,937) |
Total Stockholders’ Equity | 7,618,051 | 387,600 |
Total Liabilities and Stockholders’ Equity | 18,014,674 | 10,631,711 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred Stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred Stock, value | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,347,440 | 2,724,422 |
Common stock, shares outstanding | 3,347,440 | 2,724,422 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 51 |
Preferred stock, shares outstanding | 0 | 51 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 3,000 | 0 |
Preferred stock, shares outstanding | 3,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 40,601,859 | $ 38,852,580 |
Cost of revenue | 30,898,783 | 28,678,742 |
Gross profit | 9,703,076 | 10,173,838 |
Operating expenses | ||
Selling, general and administrative expenses | 12,285,174 | 11,209,715 |
Bad debt (recovery) expense | (3,300) | 208,953 |
Total operating expenses | 12,281,874 | 11,418,668 |
Loss from operations | (2,578,798) | (1,244,830) |
Other (loss) income | ||
Change in fair value of derivative liabilities | (3,322,500) | 1,821,100 |
Gain on debt extinguishment | 953,228 | 1,054,951 |
Grant revenue | 2,079,297 | |
Other finance costs | (147,622) | |
Abandoned offering costs | (635,545) | |
Day one loss on issuance of units | (1,026,155) | |
Day one loss on debt modification | (523,526) | |
Gain (loss) on disposal of fixed assets | 11,562 | (17,621) |
Interest income | 84,742 | 10 |
Interest expense | (797,715) | (1,395,617) |
Total other (loss) income | (3,324,234) | 1,462,823 |
(Loss) income before income taxes | (5,903,032) | 217,993 |
Income taxes | (866) | |
Net (loss) income | (5,903,898) | 217,993 |
Series A Preferred Stock dividend associated with induced conversion | (541,278) | |
Net (loss) income attributable to Common Shareholders | $ (6,445,176) | $ 217,993 |
Basic weighted average (loss) earnings per common share | $ (2.21) | $ 0.08 |
Diluted weighted average (loss) earnings per common share | $ (2.21) | $ 0.07 |
Basic weighted average common shares outstanding | 2,911,684 | 2,603,203 |
Diluted weighted average common shares outstanding | 2,911,684 | 3,090,451 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 48,577 | $ 6,978,301 | $ (8,746,930) | $ (1,720,052) | ||
Balance, shares at Dec. 31, 2020 | 51 | 2,428,930 | ||||
Issuance of common stock for settlement of debt principle and interest | $ 5,365 | 1,636,615 | 1,641,980 | |||
Issuance of common stock for settlement of debt principal and interest, shares | 268,245 | |||||
Issuance of common stock for services | $ 545 | 247,134 | 247,679 | |||
Issuance of common stock for services, shares | 27,247 | |||||
Net income (loss) | 217,993 | 217,993 | ||||
Balance at Dec. 31, 2021 | $ 54,487 | 8,862,050 | (8,528,937) | 387,600 | ||
Balance, shares at Dec. 31, 2021 | 51 | 2,724,422 | ||||
Issuance of common stock for services | $ 2,830 | 676,852 | 679,682 | |||
Issuance of common stock for services, shares | 141,472 | |||||
Net income (loss) | (5,903,898) | (5,903,898) | ||||
Stock-based compensation | $ 4,979 | 1,180,019 | 1,184,998 | |||
Stock-based compensation, shares | 248,982 | |||||
Issuance of common stock for debt modification agreement | $ 2,100 | 459,900 | 462,000 | |||
Issuance of common stock for debt modification agreement, shares | 105,000 | |||||
Issuance of common stock in exchange for redemption and cancellation of Series A Preferred Stock | $ 2,551 | 538,727 | 541,278 | |||
Issuance of common stock in exchange for redemption and cancellation of Series A Preferred Stock, shares | (51) | 127,564 | ||||
Series A Preferred Stock dividend associated with induced conversion | (541,278) | (541,278) | ||||
Issuance of Series B Preferred Stock from securities purchase agreement | $ 3 | 3 | ||||
Issuance of Series B Preferred Stock from securities purchase agreement, shares | 3,000 | |||||
Reclassification of debt and equity contracts | 10,108,997 | 10,108,997 | ||||
Stock options granted during the period | 698,669 | 698,669 | ||||
Balance at Dec. 31, 2022 | $ 3 | $ 66,947 | $ 22,525,214 | $ (14,974,113) | $ 7,618,051 | |
Balance, shares at Dec. 31, 2022 | 3,000 | 3,347,440 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income attributable to Common Shareholders | $ (6,445,176) | $ 217,993 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation | 141,737 | 165,308 |
Change in provision for doubtful accounts | (3,300) | 101,700 |
Stock-based compensation | 1,904,668 | 247,679 |
Amortization of debt issuance costs and debt discounts | 417,286 | 1,058,615 |
Gain on debt extinguishment | (953,228) | (1,054,951) |
Other financing costs | 147,622 | |
Series A Preferred Stock dividend associated with induced conversion | 541,278 | |
Day one loss on issuance of units | 1,026,155 | |
Day one loss on debt modification | 523,526 | |
Amortization of right of use assets-Finance leases | 31,655 | 33,344 |
Amortization of right of use assets-Operating leases | 151,297 | 192,879 |
Change in fair value of derivative liability | 3,322,500 | (1,821,100) |
Change in accrued interest on notes payable | 320,639 | 258,635 |
Change in accrued interest on lease liabilities | 25,606 | |
Amortization of intangible assets | 36,095 | 175,865 |
Gain on disposal of fixed assets | (11,562) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,466,258) | 269,716 |
Grant receivable | (1,636,861) | |
Inventory | 437,106 | (205,116) |
Prepaid expenses | 695,764 | (220,506) |
Deposits | (2,236) | |
Accounts payable and accrued liabilities | 1,622,462 | 23,316 |
Operating lease liabilities | (159,609) | (199,070) |
Net cash provided by (used in) operating activities | 669,402 | (757,929) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (185,882) | (123,317) |
Proceeds from disposal of fixed assets | 11,562 | |
Purchase of intangible assets | (10,000) | |
Net cash used in investing activities | (184,320) | (123,317) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 421,400 | |
Gross proceeds from issuance of preferred stock | 6,000,000 | |
Payment of stock issuance costs | (579,036) | |
Payment of debt discount and debt issuance costs | (221,964) | |
Payments of notes payable | (312,849) | (167,934) |
Payments on lease liabilities | (40,465) | (60,807) |
Net cash provided by financing activities | 4,845,686 | 192,659 |
Increase (decrease) in cash | 5,330,768 | (688,587) |
Cash at beginning of year | 1,412,108 | 2,100,695 |
Cash at end of year | 6,742,876 | 1,412,108 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 104,212 | 78,367 |
Cash paid for income taxes | 886 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Debt principal and interest repaid through conversion into common stock shares | 1,641,980 | |
Debt extension fees and other financing costs added to note principal | 484,377 | |
Issuance of common stock for services rendered | 679,681 | 247,679 |
Insurance premiums financed through issuance of note payable | 128,437 | 126,313 |
Equipment purchase financed through issuance of note payable | $ 115,111 |
Organization & Nature of Operat
Organization & Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization & Nature of Operations | Note 1. Organization & Nature of Operations Unless the context requires otherwise, references to the “Company”, “we”, “us”, or “our” in these consolidated financial statements on Form 10-K refer to Progressive Care Inc. and its subsidiaries. Progressive Care Inc. (“Progressive”) was incorporated under the laws of the state of Delaware on October 31, 2006. Progressive, through its wholly-owned subsidiaries, Pharmco, LLC (“Pharmco 901”), Touchpoint RX, LLC doing business as Pharmco Rx 1002, LLC (“Pharmco 1002”), Family Physicians RX, Inc. doing business as PharmcoRx 1103 and PharmcoRx 1204 (“FPRX” or “Pharmco 1103” and “Pharmco 1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”), and ClearMetrX Inc. (“ClearMetrX”) is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers. Pharmco 901 was formed on November 29, 2005 as a Florida Limited Liability Company and is a 100 Pharmco 1103 is a pharmacy with locations in North Miami Beach and Orlando, Florida that provides Pharmco’s pharmacy services to Broward County, the Orlando/Tampa corridor, and the Treasure Coast of Florida. Progressive acquired all the ownership interests in Pharmco 1103 in a purchase agreement entered into on June 1, 2019. Pharmco 1002 is a pharmacy located in Palm Springs, Florida that provides Pharmco’s pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida. Progressive acquired all the ownership interests in Pharmco 1002 in a purchase agreement entered into on July 1, 2018. ClearMetrX was formed on June 10, 2020 and provides third-party administration (“TPA”) services to 340B covered entities. ClearMetrX also provides data analytics and reporting services to support and improve care management for health care organizations. RXMD Therapeutics was formed on October 1, 2019. RXMD Therapeutics had no operating activity to date. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 2. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements for the years ended December 31, 2022 and 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for annual financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to opt out of such extended transition period. Use of Estimates The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and bad debts. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Common Stock Reverse Stock Split On December 29, 2022, we effected a 1-for-200 reverse stock split 100 0.001 Reclassifications Certain reclassifications have been made to the 2021 financial statement presentation to conform to that of the current period. Total equity and net (loss) income are unchanged due to these reclassifications. Cash The Company maintains its cash in bank deposit accounts at several financial institutions, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) and at times may exceed federally insured limits. The Company had approximately $ 5.6 Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers (“PBMs”) and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. The Company records an allowance for doubtful accounts for estimated differences between the expected and actual payment of accounts receivable. These reductions were made based upon reasonable and reliable estimates that were determined by reference to historical experience, contractual terms, and current conditions. Each quarter, the Company reevaluates its estimates to assess the adequacy of its allowance and adjusts the amounts as necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Risks and Uncertainties The Company’s operations are subject to intense competition, risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. Billing Concentrations The Company’s trade receivables are primarily from prescription medications billed to various insurance providers. Ultimately, the insured is responsible for payment should the insurance company not reimburse the Company. The Company generated reimbursements from three significant PBMs: Schedule of Billing Concentrations 2022 2021 Years Ended December 31, 2022 2021 A 56 % 59 % B 36 % 31 % C 5 % 5 % Inventory Inventory is valued on a lower of first-in, first-out (FIFO) cost or net realizable value basis. Inventory primarily consists of prescription medications, pharmacy and testing supplies, and retail items. The Company provides a valuation allowance for obsolescence and slow-moving items. The Company recorded an allowance for obsolescence of $ 40,000 Property and Equipment Property and equipment are recorded at cost or fair value if acquired as part of a business combination. Property and equipment are depreciated or amortized using the straight-line method over their estimated useful lives. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded, when appropriate. Expenditures for maintenance and repairs are charged to expense as incurred. Estimated useful lives of property and equipment are as follows: Schedule of Estimated Useful Lives of Property and Equipment Description Estimated Useful Life Building 40 Building improvements Remaining life of the building Leasehold improvements and fixtures Lesser of estimated useful life or life of lease Furniture and equipment 5 Computer equipment and software 3 Vehicles 3 5 Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no Business acquisitions The Company records business acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, and contractual contingencies are recognized at their fair value on the acquisition date. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized and goodwill. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price of FPRX and Pharmco 1002 over the value assigned to their net tangible and identifiable intangible assets. FPRX and Pharmco 1002 are considered to be the reporting units for goodwill. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. Goodwill and other indefinite-lived intangible assets are assessed annually for impairment in the fourth fiscal quarter and in interim periods if events or changes in circumstances indicate that the assets may be impaired. Intangible Assets Identifiable intangible assets subject to amortization generally represent the cost of client relationships and tradenames acquired, as well as non-compete agreements to which the Company is a party. In valuing these assets, the Company makes assumptions regarding useful lives and projected growth rates, and significant judgment is required. The Company periodically reviews its identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of those assets exceed their respective fair values, additional impairment tests are performed to measure the amount of the impairment losses, if any. Fair Value Measurements Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: ● Cash, accounts receivable, and accounts payable and accrued liabilities: ● Notes payable and lease liabilities: Assets Measured and Recorded at Fair Value on a Recurring Basis The following tables presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of: Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ — $ — Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ 221,900 $ 221,900 The following table is a roll forward from December 31, 2021 to December 31, 2022 of the opening and closing balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Schedule Fair Value Assets and Liabilities Recurring Basis Using Significant Unobservable Inputs Level 3 Derivative Liabilities Balance December 31, 2021 $ 221,900 Total losses for the period: Changes in fair value 3,322,500 New derivatives 8,042,000 Transfers out (11,586,400 ) Balance December 31, 2022 $ - Changes in fair value of derivative liabilities for the year ended December 31, 2022 were included in net (loss) income for the year. Derivative Liabilities The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and paragraph 815-40-25 of the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statements of Operations as other income or expense. Upon registration, conversion or exercise, as applicable, of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months after the balance sheet date. The fair value of these derivative instruments is determined using the Monte Carlo Simulation Model. Revenue Recognition The Company recognizes pharmacy revenue from dispensing prescription drugs at the time the drugs are physically delivered to a customer or when a customer picks up their prescription or purchases merchandise at the store, which is the point in time when control transfers to the customer. Each prescription claim is considered an arrangement with the customer and is a separate performance obligation. Payments are received directly from the customer at the point of sale, or the customers’ insurance provider is billed electronically. For third-party medical insurance and other claims, authorization is obtained to ensure payment from the customer’s insurance provider before the medication is dispensed to the customer. Authorization is obtained for these sales electronically and a corresponding authorization number is issued by the customers’ insurance provider. The Company recognizes testing revenue when the tests are performed and results are delivered to the customer. Each test is considered an arrangement with the customer and is a separate performance obligation. Payment is generally received in advance from the customer. Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal. Prescription revenues were 89 87 The Company accrues an estimate of fees, including direct and indirect remuneration (“DIR”) fees, which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction of revenue at the time revenue is recognized. Changes in the estimate of such fees are recorded as an adjustment to revenue when the change becomes known. The following table disaggregates net revenue by categories: Schedule of Disaggregates Net Revenue by Categories 2022 2021 For the Years Ended December 31, 2022 2021 Prescription revenue $ 36,288,366 $ 33,828,219 340B contract revenue 3,789,781 2,803,859 Testing revenue 1,915,471 4,320,657 Rent and other revenue 2,560 1,555 Subtotal 41,996,178 40,954,290 PBM fees (1,394,319 ) (2,098,508 ) Sales returns — (3,202 ) Revenues, net $ 40,601,859 $ 38,852,580 Grant Revenue Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company is eligible for refundable employee retention credits (“ERCs”) subject to certain conditions which were met during the year ended December 31, 2022. In connection with the ERCs, the Company adopted a policy to recognize the ERCs when earned and report the amounts as grant revenue in accordance with FASB ASC 958-605. Accordingly, the Company recorded approximately $ 2.1 1.6 0.3 Cost of Revenue Cost of pharmacy revenue is derived based upon vendor purchases relating to prescriptions sold, cost of testing supplies for tests administered to patients, and point-of-sale scanning information for non-prescription sales and is adjusted based on periodic inventories. All other costs related to revenues are expensed as incurred. DIR Fees The Company reports DIR fees as a reduction of revenue on the accompanying Consolidated Statements of Operations. DIR fees are fees charged by PBMs to pharmacies for network participation as well as periodic reimbursement reconciliations. For some PBMs, DIR fees are charged at the time of the settlement of a pharmacy claim. Other PBMs do not determine DIR fees at the claim settlement date, and therefore DIR fees are collected from pharmacies after claim settlement, often as clawbacks of reimbursements based on factors that vary from plan to plan. For example, two PBMs calculate DIR fees on a trimester basis and charge the Company for these fees as reductions of reimbursements paid to the Company two to three months after the end of the trimester (e.g., DIR fees for January – April 2022 claims were charged by these PBMs in July – August 2022). For DIR fees that are not collected at the time of claim settlement, the Company records an accrued liability at each reporting date for estimated DIR fees that are expected to be collected by the PBMs in a future period. The estimated liability for these fees is highly subjective and the actual amount collected may differ from the accrued liability. The uncertainty of management’s estimates is due to inadequate disclosure to the Company by the PBMs as to exactly how these fees are calculated either at the time the DIR fees are actually assessed and reported to the Company. The detail level of the disclosure of assessed DIR fees varies based on the information provided by the PBM. Vendor Concentrations The Company had significant concentrations with one vendor. The purchases from this significant vendor were 95 96 Selling, General and Administrative Expenses Selling expenses primarily consist of salaries, contract labor, occupancy costs, and expenses directly related to operations. General and administrative costs include advertising, insurance, professional fees, and depreciation and amortization. Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Advertising expense was approximately $ 0.3 Stock-Based Compensation Stock-based compensation expense is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The Company uses the Black-Scholes and Monte Carlo Simulation models to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Stock-based compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s policy is to recognize forfeitures as they occur. Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Consolidated Statements of Operations. The fair value of the warrants issued in the Private Placement transaction was estimated using a Monte Carlo simulation approach (see Note 14). Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – Expenses of Offering Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Progressive Care Inc., RXMD Therapeutics and PharmcoRx 1103 are taxed as C corporations. Pharmco 901 and Pharmco 1002 are taxed as partnerships, wherein each member is responsible for the tax liability, if any, related to its proportionate share of Pharmco 901 and Pharmco 1002’s taxable income. Progressive Care Inc. has a 100 There was no expire in various years through 2038 100 The Company accounts for uncertainty in income taxes by recognizing a tax position in the consolidated financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company records interest and penalties related to tax uncertainties, if any, as income tax expense. Based on management’s evaluation, the Company does not believe it has any uncertain tax positions for the years ended December 31, 2022 and 2021. (Loss) Earnings per Share Basic (loss) earnings per share (“EPS”) is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding during the year, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the year including stock warrants, using the treasury stock method (by using the average stock price for the year to determine the number of shares assumed to be purchased from the exercise of stock warrants), and convertible debt, using the if converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The following are dilutive common stock equivalents during the years ended: Schedule of Dilutive Common Stock Equivalents December 31, 2022 December 31, 2021 Convertible debt 709,478 487,248 Stock warrants 576,923 — Total 1,286,401 487,248 Dilutive c ommon stock equivalents 1,286,401 487,248 The following table presents the calculation of basic and diluted EPS: Schedule of Basic and diluted EPS 2022 2021 Years Ended December 31, 2022 2021 Net (loss) income attributable to Common Shareholders $ (6,445,176 ) $ 217,993 Basic weighted average common shares outstanding 2,911,684 2,603,203 Potentially dilutive common shares — 487,248 Diluted weighted average common shares outstanding 2,911,684 3,090,451 Basic weighted average (loss) earnings per common share $ (2.21 ) $ 0.08 Diluted weighted average (loss) earnings per common share $ (2.21 ) $ 0.07 Paycheck Protection Program Loan The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. The Company treated the PPP loan as indebtedness, which was extinguished and recorded as a gain on debt extinguishment when legally released by the primary obligor. Recently Adopted Accounting Standards Debt In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which among other things, simplifies the accounting models for the allocation of proceeds attributable to the issuance of a convertible debt instrument. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (i) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (ii) a convertible debt instrument was issued at a substantial premium. The standard became effective for the Company in the first quarter of 2022 and did not have a material effect on the Company’s consolidated financial statements. Accounting Pronouncements Issued but not yet Adopted Income Taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is required to be adopted for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2023. We expect that the adoption of the standard will not have a material impact on our consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which introduces an impairment model based on expected, rather than incurred, losses. Additionally, it requires expanded disclosures regarding (a) credit risk inherent in a portfolio and how management monitors the portfolio’s credit quality; (b) management’s estimate of expected credit losses; and (c) changes in estimates of expected credit losses that have taken place during the period. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” This ASU clarifies receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” This ASU clarifies various scoping and other issues arising from ASU 2016-13. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments.” This ASU improves the Codification and amends the interaction of Topic 842 and Topic 326. ASU 2016-13 and related amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt this accounting standards update effective January 1, 2023. The Company has not yet quantified the impact of ASU 2016-13 on its consolidated financial statements. However, it is not expected to have a material effect on the Company’s consolidated financial statements. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements. Subsequent Events Management has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 30, 2023, the date the consolidated financial statements were available to be issued. |
Liquidity and Going Concern Con
Liquidity and Going Concern Consideration | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern Consideration | Note 4. Liquidity and Going Concern Consideration The Company has sustained recurring operating losses and negative cash flows from operations. At December 31, 2022, the Company had an accumulated deficit of approximately $ 15.0 5.9 The Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. On August 30, 2022, the Company entered into a Debt Modification Agreement (“the Modification Agreement”) with a group of investors led by NextPlat Corporation (the “NextPlat investors”) wherein the terms were modified for the existing Secured Convertible Promissory Note previously held by Iliad Research and Trading, L.P. (“the Iliad Note”) and sold to the NextPlat investors. The NextPlat investors purchased the Iliad Note as part of a Confidential Note Purchase and Release Agreement (“the NPA”) between Iliad Research and Trading L.P. and the NextPlat investors. As of the date of the Securities Purchase Agreement (“SPA”), the aggregate amount of principal and interest outstanding was approximately $ 2.8 1. The Maturity Date was extended to August 31, 2027 2. The Outstanding Balance shall bear interest at the simple annual rate of five percent ( 5 3. The Company is prohibited from prepaying the Note. 4. The Conversion Price for the Note was modified to a fixed price of $ 4.00 5. The Note shall provide for mandatory conversion upon the later to occur of (a) the completion of the Company’s reverse stock split, and (b) the listing of the Company’s common stock on a national exchange, including the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange. The Company also entered into a Private Placement Transaction wherein the Company raised approximately $ 6.0 0.6 0.4 Management believes that the above transactions mitigate the previously reported conditions related to the Company’s ability to continue as a going concern over the next 12 months. |
Private Placement Transaction
Private Placement Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Transaction | |
Private Placement Transaction | Note 5. Private Placement Transaction On August 30, 2022, the Company entered into a SPA with NextPlat Corporation (“NextPlat”) wherein the Company received gross proceeds of $ 6.0 3,000 0.001 2,000 2,000 4.00 1.0 0.6 0.4 In conjunction with the Private Placement Transaction, the Company also entered into a Debt Modification Agreement with NextPlat (see Note 4). The Company also issued placement agent warrants with substantively similar terms as the Investor Warrants. In connection with the Private Placement Transaction, the Company entered into a registration rights agreement with NextPlat pursuant to which, among other things, the Company agreed to prepare and file with the SEC a resale registration statement to register the shares of the Company’s common stock to be issued upon conversion of the Series B Convertible Preferred Stock, the NextPlat Convertible Note, and Warrants. Subsequent to December 31, 2022, the Company filed with the SEC a Request for Withdrawal of Registration Statement on Form S-1. |
Accounts Receivable _ Trade, ne
Accounts Receivable – Trade, net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable – Trade, net | Note 6. Accounts Receivable – Trade, net Accounts receivable consisted of the following at: Schedule of Accounts Receivable December 31, 2022 December 31, 2021 Gross accounts receivable – trade $ 3,875,686 $ 2,395,048 Less: Allowance for doubtful accounts (203,900 ) (207,200 ) Accounts receivable – trade, net $ 3,671,786 $ 2,187,848 For the years ended December 31, 2022 and 2021, the Company recognized bad debt (recovery) expense in the amount of approximately ($ 3,300 209,000 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 7. Property and Equipment, net Property and equipment, net consisted of the following at: Schedule of Property And Equipment, Net December 31, 2022 December 31, 2021 Building $ 1,651,069 $ 1,651,069 Building improvements 513,075 507,238 Furniture and equipment 423,829 330,291 Leasehold improvements and fixtures 276,614 276,614 Vehicles 251,715 81,633 Land 184,000 184,000 Computer equipment and software 101,230 101,230 Total 3,401,532 3,132,075 Less: accumulated depreciation (818,779 ) (708,578 ) Property and equipment, net $ 2,582,753 $ 2,423,497 Depreciation expense for the year ended December 31, 2022 and 2021 was approximately $ 142,000 165,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8. Intangible Assets Intangible assets consisted of the following at: Schedule of Intangible Assets December 31, 2022 December 31, 2021 Trade names $ 362,000 $ 362,000 Pharmacy records 263,000 263,000 Non-compete agreements 166,000 166,000 Software 86,424 — Website 67,933 67,933 Subtotal 945,357 858,933 Less accumulated amortization (818,661 ) (782,566 ) Net intangible assets $ 126,696 $ 76,367 Software not yet placed in service — 76,424 Total intangible assets, net $ 126,696 $ 152,791 Amortization of intangible assets amounted to approximately $ 36,000 176,000 Schedule of Estimated Amortization Expense for Intangible Assets Year Amount 2023 48,772 2024 30,390 2025 17,285 2026 17,285 2027 12,964 Total $ 126,696 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 9. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at: Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 Accounts payable – trade $ 6,517,496 $ 4,677,555 Accrued payroll and payroll taxes 228,957 143,074 Accrued DIR fees 500,589 712,002 Accrued legal fees — 306,588 Other accrued liabilities 137,294 160,815 Total $ 7,384,336 $ 6,000,034 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. Notes Payable Notes payable consisted of the following at: Schedule of Notes Payable December 31, 2022 December 31, 2021 A. Convertible notes payable and accrued interest - collateralized $ 2,837,910 $ 2,143,891 B. Mortgage note payable - commercial bank - collateralized 1,225,913 1,307,562 C. Note payable - uncollateralized 25,000 25,000 D. Notes payable - collateralized 137,017 52,231 Insurance premiums financing 70,302 68,164 Subtotal 4,296,142 3,596,848 Less: unamortized debt discount (1,820,585 ) (198,677 ) Less: unamortized debt issuance costs — (575 ) Less: unamortized investment length premium — (86,618 ) Total 2,475,557 3,310,978 Less: current portion of notes payable (226,931 ) (202,184 ) Long-term portion of notes payable $ 2,248,626 $ 3,108,794 The corresponding notes payable above are more fully discussed below: (A) Convertible Notes Payable – collateralized Iliad Research and Trading, L.P. On March 6, 2019, Progressive entered a Securities Purchase Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad Research”) in the amount of $ 3,310,000 10 0.0001 The provisions of the Iliad Research note contained a weekly volume limitation on the number of shares common stock received from note conversions that can be sold (“Volume Limitation”). In the event of Volume Limitation breach, the Outstanding Balance of the Iliad Research note was reduced by an amount equal to such Excess Sales (the “Outstanding Balance Reduction”). During the year ended December 31, 2021, the volume of sales of Conversion Shares exceeded the Volume Limitation, which resulted in an Outstanding Balance Reduction in the amount of $ 180,000 On December 14, 2021, Progressive Care filed a demand (“the Company Demand”) with Iliad Research that alleged breaches of the Volume Limitation provisions of the Iliad Research note, as well as a previous note agreement with an affiliate of Iliad Research, Chicago Venture Partners, LP (“CVP”), (“the CVP note”). The CVP Note previously had been paid off in 2020. On January 7, 2022, in response to the Company Demand, Iliad Research and CVP filed a complaint with the Third Judicial District Court of Salt Lake County, State of Utah, as well as an Arbitration Notice pursuant to the CVP and Iliad Research Purchase Agreements. On January 20, 2022, Progressive Care entered into an agreement with Iliad Research and CVP (“the Settlement Agreement”), in which (1) the maturity date of the Iliad Research note was extended to May 15, 2022, for which the Company paid an extension fee in the amount of approximately $ 46,000 100,000 180,000 as settlement of the alleged breaches of the Volume Limitation provisions of the Iliad Research note 175,000 as settlement of the alleged breaches of the Volume Limitation provisions of the CVP note, 180,000 175,000 100,000 46,000 During the second quarter of 2022, the Company and Iliad Research entered into a series of agreements to (i) extend the Standstill Period to July 15, 2022, and (ii) extend the maturity date of the Iliad Research note to May 15, 2023. The fees paid to extend the Standstill Period of approximately $ 101,000 237,000 The outstanding balance on the Iliad Research note was approximately $ 2,144,000 833,000 The conversion features embedded within the Iliad Research note represented an embedded derivative. Accordingly, the embedded conversion right was bifurcated from the debt host and accounted for as a derivative liability and remeasured to fair value each reporting period. Fair value was determined using a Monte Carlo simulation model. For the years ended December 31, 2022 and 2021, the Company recorded in earnings a change in fair value of the derivative liability in the amounts of approximately ($ 1,256,000) 914,000 1,477,400 222,000 Debt Issuance Costs, Debt Discount, and Investment Length Premium Associated with the Iliad Research Note Debt issuance costs consist of fees incurred through securing financing from Iliad Research on March 6, 2019. Debt discount consists of the discount recorded upon recognition of the derivative liability upon issuance of the first and second tranches. Investment length premium is calculated at a 5 Debt issuance costs, debt discount and investment length premium were amortized to interest expense over the term of the related debt using the straight-line method. Total amortization expense for the years ended December 31, 2022 and 2021 was approximately $ 286,000 1,058,615 NextPlat Investors On August 30, 2022, the Company entered into the Modification Agreement with the NextPlat investors wherein the terms were modified for the existing Secured Convertible Promissory Note originally held by Iliad Research (“the Note”) and sold to the NextPlat investors (“the NextPlat Investors Note”). The NextPlat investors purchased the Note as part of a Confidential Note Purchase and Release Agreement between Iliad Research and the NextPlat investors. As of the date of the SPA, the aggregate amount of principal and interest outstanding on the NextPlat Investors Note was approximately $ 2.8 1. The Maturity Date was extended to August 31, 2027 2. The Outstanding Balance shall bear interest at the simple annual rate of five percent ( 5 3. The Company is prohibited from prepaying the Note. 4. The Conversion Price for the Note was modified to a fixed price of $ 4.00 5. The Note shall provide for mandatory conversion upon the later to occur of (a) the completion of the Company’s reverse stock split, and (b) the listing of the Company’s common stock on a national exchange, including the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange. The outstanding balance on the NextPlat Investors Note was approximately $ 2.8 47,000 1.8 Embedded Derivative Liability The Company identified an embedded derivative feature in the NextPlat Investors Note and concluded that it required bifurcation and liability classification as a derivative liability. The fair value of the embedded derivative at the issuance date of the Note (August 30, 2022) was approximately $ 2.0 million 284,000 change in the fair value of the derivative liability Debt Issuance Costs and Debt Discount Associated with the NextPlat Investors Note Debt Issuance Costs consist of fees incurred from the Placement Agent and Investment Advisor associated with the NextPlat Investors Debt Modification Agreement. Debt Discount consists of the discount recorded from the issuance of approximately 105,000 Debt issuance costs and debt discount were amortized to interest expense over the term of the related debt using the straight-line method. Total amortization expense for the year ended December 31, 2022 was approximately $ 131,000 (B) Mortgage Note Payable – collateralized In 2018, Pharmco 901 closed on the purchase of land and building located at 400 Ansin Boulevard, Hallandale Beach, Florida. The purchase price was financed in part through a mortgage note and security agreement entered into with a commercial lender in the amount of $ 1,530,000 . The promissory note is collateralized by the land and building, bears interest at a fixed rate of 4.75 % per annum, matures on December 14, 2028 and is subject to a prepayment penalty. Principal and interest will be repaid through 119 regular payments of $ 11,901 that began in January 2019, with the final payment of all principal and accrued interest not yet paid on December 14, 2028. Note repayment is guaranteed by Progressive Care Inc. (C) Note Payable – Uncollateralized As of December 31, 2022 and 2021, the uncollateralized note payable represents a non-interest-bearing loan that is due on demand from an investor. (D) Notes Payable – Collateralized In September 2019, the Company entered into a note obligation with a commercial lender, the proceeds from which were used to pay off a capital lease obligation on pharmacy equipment in the amount of $ 85,429 2,015 6.5 16,000 40,000 16,000 36,000 In April 2021, the Company entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of $ 29,657 331 6.9 9,000 12,000 In July 2022, the Company entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount approximately of $ 90,000 0 1,859 8.78 90,000 84,000 In September 2022, the Company entered into a note obligation with a commercial lender, the proceeds from which were used to purchase a vehicle in the amount approximately of $ 25,000 1,143 8.29 22,000 23,000 Principal outstanding at December 31, 2022, is expected to be repayable as follows: Schedule of Future Principle Maturities Year Amount 2023 $ 226,931 2024 121,119 2025 114,412 2026 118,623 2027 123,590 Thereafter 3,591,467 Total $ 4,296,142 Interest expense on these notes payable, exclusive of debt discount and debt issue cost amortization, was approximately $ 340,900 330,500 |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Lease Obligations | |
Lease Obligations | Note 11. Lease Obligations The Company has entered into a number of lease arrangements under which the Company is the lessee. Three of the leases are classified as finance leases and three of the leases are classified as operating leases. In addition, the Company has elected the short-term lease practical expedient in ASC Topic 842 related to real estate leases with terms of one year or less and short-term leases of equipment used in our pharmacy locations. The following is a summary of the Company’s lease arrangements. Finance Leases In May 2018, the Company entered into a finance lease obligation to purchase pharmacy equipment with a cost of approximately $ 115,000 The terms of the lease agreement require monthly payments of $ 1,678 38,000 55,000 The Company assumed an equipment finance lease obligation for medication dispensing equipment from the acquisition of Pharmco 1002 in July 2018. The lease expired in March 2022. The finance lease obligation was secured by equipment with a net book value of $ 0 In December 2020, the Company entered into an interest-free finance lease obligation to purchase computer servers with a cost of approximately $ 51,000 The terms of the lease agreement require monthly payments of $ 1,411 16,000 32,000 Operating Leases The Company entered into a lease agreement for its Orlando pharmacy in August 2020. The term of the lease is 66 February 2026 4,310 The Company leases its North Miami Beach pharmacy location under an operating lease agreement with a lease commencement date in September 2021. The term of the lease is 60 August 2026 5,237 The Company also leases its Palm Beach County pharmacy locations under operating lease agreements expiring in February 2024. The Company recognized lease costs associated with all leases as follows: Schedule of Lease Costs Associated with All Leases 2022 2021 For the Years Ended December 31, 2022 2021 Operating lease cost: Fixed rent expense $ 191,573 $ 380,972 Finance lease cost: Amortization of right-of-use assets 31,655 33,344 Interest expense 3,097 6,482 Total lease costs $ 226,325 $ 420,798 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2022 2021 For the Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 159,609 $ 199,070 Financing cash flows from finance leases 40,465 60,807 Total cash paid for lease liabilities $ 200,074 $ 259,877 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets, net $ 446,180 $ 595,790 Operating lease liabilities: Current portion 200,314 149,744 Long-term portion 278,602 469,665 Weighted average remaining lease term (years) 3.11 4.01 Weighted average discount rate 4.8 % 4.8 % Finance leases: Finance lease right-of-use assets, net 53,814 87,156 Finance lease liabilities: Current portion 33,616 33,976 Long-term portion 24,198 57,814 Weighted average remaining lease term (years) 1.89 2.78 Weighted average discount rate 4.4 % 4.0 % Maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Year Finance Lease Operating Lease Total Future Lease Commitments 2023 $ 35,662 $ 181,787 $ 217,449 2024 20,142 144,583 164,725 2025 5,035 134,933 139,968 2026 — 53,459 53,459 Total lease payments to be paid 60,839 514,762 575,601 Less: future interest expense (3,025 ) (35,846 ) (38,871 ) Lease liabilities 57,814 478,916 536,730 Less: current maturities (33,616 ) (200,314 ) (233,930) Long-term portion of lease liabilities $ 24,198 $ 278,602 $ 302,800 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12. Stockholders’ Equity On December 29, 2022, we effected a 1-for-200 reverse stock split 100 Preferred Stock The Series A preferred stock is a non-dividend producing instrument that ranks superior to the Company’s common stock. Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by divided by minus With respect to all matters upon which stockholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. In July 2014, the board of directors approved the issuance of 51 50.99 20,000 51 127,564 541,000 On August 30, 2022, the Company entered into a SPA with NextPlat wherein the Company sold 3,000 6.0 0.001 2,000 2,000 500 4.00 1.0 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13. Stock-Based Compensation For the years ended December 31, 2022 and 2021, the Company recorded total stock-based compensation expense of $ 1.9 0.2 The 2020 Incentive Plan (the “2020 Plan”) was adopted in November 2020. Under this 2020 Plan, a total of 375,000 3,650 40,000 331,350 The following table summarizes fully vested stock options granted under the 2020 Plan for the year ended December 31, 2022: Schedule of Vested Stock Option Granted Number Outstanding Weighted Average Weighted Average Balance outstanding at December 31, 2021 — $ — — Granted 40,000 $ 5.80 8.83 Exercised — $ — — Forfeited — $ — — Cancelled — $ — — Balance outstanding at December 31, 2022 40,000 $ 5.80 8.83 Options exercisable at December 31, 2022 40,000 $ 5.80 8.83 Weighted average fair value of options granted during the year $ 5.80 8.83 Awards Issued Outside of Equity Incentive Plans Restricted Stock Units During the years ended December 31, 2022 and 2021, the Company granted 249,907 294,008 Stock Options During 2022, the Company granted 282,965 stock options at a weighted average exercise price of $ 4.40 , and no options were 1.1 million of total unrecognized compensation cost related to 188,643 2.89 years. The options have a weighted-average remaining contractual life of 9.67 The fair value of option awards was estimated on the date of grant using the Monte Carlo simulation model. Expected volatilities are based on historical volatilities of the Company’s common stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of the grants. The fair value of options granted was determined using the following weighted-average assumptions as of grant date. Schedule of Weighted Average Assumption Risk-free interest rate 3.5 % Expected term 10 Expected stock price volatility 120 % Dividend yield 0 % |
Warrants Liabilities
Warrants Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrants Liabilities | |
Warrants Liabilities | Note 14. Warrants Liabilities As of December 31, 2022, there were 380,500 3,000 2,000 The Placement Agent Warrants are exercisable into 380,500 4.00 The Company determined that the warrants do not meet the definition of a liability under FASB ASC Topic 480. However, they do meet the definition of a derivative under FASB ASC Topic 815 because at the time the warrants were issued, the Company had insufficient common stock shares to settle the warrants when considering all other commitments that may require the issuance of common stock shares. The Company determined that the fair value of the warrants on their issuance date of August 30, 2022 was approximately $ 6.1 1-for-200 reverse stock split 2.4 The Company’s warrants were valued on the applicable dates using the Monte Carlo Simulation Model. Significant inputs into this technique at measurement dates are as follows: Summary of Monte Carlo Simulation Model August 30, 2022 (1) December 29, 2022 (2) Fair market value of the Company’s stock (3) $ 4.40 $ 6.00 Exercise price $ 4.00 $ 4.00 Stock price $ 4.00 $ 4.00 Term (4) 5 5 Expected life (5) 5 5 Volatility 90 % 90 % Risk-free interest rate (6) 3.3 % 4.0 % Warrants measurement input 3.3 % 4.0 % (1) Date of issuance (2) Measurement date prior to reverse stock split (3) The fair value of the stock was determined by using the Company’s closing stock price as reflected in the OTC Markets. (4) The term is the contractual remaining term. (5) The expected life is the contractual term of the warrants. (6) The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term. The Company incurred a day one loss of approximately $ 1.0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Legal Matters On May 3, 2022, a complaint was filed by the Plaintiff Positive Health Alliance, Inc. (“PHA”) against Pharmco LLC, a wholly owned subsidiary of the Company, in the U.S. Circuit Court of Miami Dade, Florida, alleging that defendant failed to pay amounts due and owing to PHA under the parties’ contract for discounted prescription drugs. PHA is seeking judgment against Pharmco for compensatory damages in the amount of $ 407,504 407,504 280,000 408,000 On June 8, 2022, a complaint was filed by the Company against KeyCentrix, LLC (“KCL”), in the U.S. District Court for the Southern District of Florida, alleging fraudulent inducement, breach of express warranty and breach of implied warranty. The complaint stems from an agreement by KCL to license to the Company certain pharmacy management software known as “Newleaf” for use in the operations of pharmacies operated by the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions During the year ended December 31, 2021, the Company had a consulting arrangement with Spark Financial Consulting (“Spark”), which is a consulting company owned by an employee of the Company. Spark provides business development services including but not limited to recruiting, targeting and evaluation of potential mergers and acquisitions, finding third party contractors and assisting with related negotiations in exchange for a monthly fee of $ 16,000 118,769 The Company had an employment agreement with a certain pharmacist, Head of the Compounding Department, who is the first paternal cousin to an employee of the Company. In consideration for duties performed, including but not limited to, marketing, patient consultation, formulary development, patient and physician education, training, recruitment, sales management, as well as pharmacist responsibilities, the Company agreed to provide monthly compensation of $ 15,000 10,000 5 63,495 On August 30, 2022, NextPlat, Charles M. Fernandez, Rodney Barreto, and certain other purchasers purchased from Iliad Research a Secured Convertible Promissory Note, dated March 6, 2019, made by the Company to Iliad (the “Note”). The accrued and unpaid principal and interest under the note at the time of the purchase was approximately $ 2.8 2.3 1.0 400,000 105,000 45,653 18,261 18,261 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 17. Retirement Plan The Company sponsors a 401(k) retirement plan (“the Plan”) covering qualified employees of Pharmco 901, Pharmco 1002 and FPRX, as defined. Employees who have been employed more than one year are eligible to participate in the Plan. Through September 30, 2021, the Company matched the employee’s contribution up to a maximum of 3 % of the eligible employee’s compensation. The Company contributed approximately $ 2,200 PROGRESSIVE CARE INC. AND SUBSIDIARIES |
SCHEDULE II _ VALUATION ACCOUNT
SCHEDULE II – VALUATION ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II – VALUATION ACCOUNTS | SCHEDULE II – VALUATION ACCOUNTS Balance at Additions Net Balance at Year ended December 31, 2021 Account receivable, allowance for doubtful accounts $ 105,500 $ 208,953 $ (107,253 ) $ 207,200 Deferred tax valuation allowance $ 2,177,560 $ — $ 119,510 $ 2,297,070 Year ended December 31, 2022 Account receivable, allowance for doubtful accounts $ 207,200 $ (3,300 ) $ — $ 203,900 Deferred tax valuation allowance $ 2,297,070 $ — $ 1,614,855 $ 3,911,925 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to opt out of such extended transition period. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and bad debts. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Common Stock Reverse Stock Split | Common Stock Reverse Stock Split On December 29, 2022, we effected a 1-for-200 reverse stock split 100 0.001 |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2021 financial statement presentation to conform to that of the current period. Total equity and net (loss) income are unchanged due to these reclassifications. |
Cash | Cash The Company maintains its cash in bank deposit accounts at several financial institutions, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) and at times may exceed federally insured limits. The Company had approximately $ 5.6 |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers (“PBMs”) and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. The Company records an allowance for doubtful accounts for estimated differences between the expected and actual payment of accounts receivable. These reductions were made based upon reasonable and reliable estimates that were determined by reference to historical experience, contractual terms, and current conditions. Each quarter, the Company reevaluates its estimates to assess the adequacy of its allowance and adjusts the amounts as necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to intense competition, risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. |
Billing Concentrations | Billing Concentrations The Company’s trade receivables are primarily from prescription medications billed to various insurance providers. Ultimately, the insured is responsible for payment should the insurance company not reimburse the Company. The Company generated reimbursements from three significant PBMs: Schedule of Billing Concentrations 2022 2021 Years Ended December 31, 2022 2021 A 56 % 59 % B 36 % 31 % C 5 % 5 % |
Inventory | Inventory Inventory is valued on a lower of first-in, first-out (FIFO) cost or net realizable value basis. Inventory primarily consists of prescription medications, pharmacy and testing supplies, and retail items. The Company provides a valuation allowance for obsolescence and slow-moving items. The Company recorded an allowance for obsolescence of $ 40,000 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost or fair value if acquired as part of a business combination. Property and equipment are depreciated or amortized using the straight-line method over their estimated useful lives. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded, when appropriate. Expenditures for maintenance and repairs are charged to expense as incurred. Estimated useful lives of property and equipment are as follows: Schedule of Estimated Useful Lives of Property and Equipment Description Estimated Useful Life Building 40 Building improvements Remaining life of the building Leasehold improvements and fixtures Lesser of estimated useful life or life of lease Furniture and equipment 5 Computer equipment and software 3 Vehicles 3 5 Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no |
Business acquisitions | Business acquisitions The Company records business acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, and contractual contingencies are recognized at their fair value on the acquisition date. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized and goodwill. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of FPRX and Pharmco 1002 over the value assigned to their net tangible and identifiable intangible assets. FPRX and Pharmco 1002 are considered to be the reporting units for goodwill. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. Goodwill and other indefinite-lived intangible assets are assessed annually for impairment in the fourth fiscal quarter and in interim periods if events or changes in circumstances indicate that the assets may be impaired. |
Intangible Assets | Intangible Assets Identifiable intangible assets subject to amortization generally represent the cost of client relationships and tradenames acquired, as well as non-compete agreements to which the Company is a party. In valuing these assets, the Company makes assumptions regarding useful lives and projected growth rates, and significant judgment is required. The Company periodically reviews its identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of those assets exceed their respective fair values, additional impairment tests are performed to measure the amount of the impairment losses, if any. |
Fair Value Measurements | Fair Value Measurements Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: ● Cash, accounts receivable, and accounts payable and accrued liabilities: ● Notes payable and lease liabilities: Assets Measured and Recorded at Fair Value on a Recurring Basis The following tables presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of: Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ — $ — Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ 221,900 $ 221,900 The following table is a roll forward from December 31, 2021 to December 31, 2022 of the opening and closing balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Schedule Fair Value Assets and Liabilities Recurring Basis Using Significant Unobservable Inputs Level 3 Derivative Liabilities Balance December 31, 2021 $ 221,900 Total losses for the period: Changes in fair value 3,322,500 New derivatives 8,042,000 Transfers out (11,586,400 ) Balance December 31, 2022 $ - Changes in fair value of derivative liabilities for the year ended December 31, 2022 were included in net (loss) income for the year. |
Derivative Liabilities | Derivative Liabilities The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and paragraph 815-40-25 of the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statements of Operations as other income or expense. Upon registration, conversion or exercise, as applicable, of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months after the balance sheet date. The fair value of these derivative instruments is determined using the Monte Carlo Simulation Model. |
Revenue Recognition | Revenue Recognition The Company recognizes pharmacy revenue from dispensing prescription drugs at the time the drugs are physically delivered to a customer or when a customer picks up their prescription or purchases merchandise at the store, which is the point in time when control transfers to the customer. Each prescription claim is considered an arrangement with the customer and is a separate performance obligation. Payments are received directly from the customer at the point of sale, or the customers’ insurance provider is billed electronically. For third-party medical insurance and other claims, authorization is obtained to ensure payment from the customer’s insurance provider before the medication is dispensed to the customer. Authorization is obtained for these sales electronically and a corresponding authorization number is issued by the customers’ insurance provider. The Company recognizes testing revenue when the tests are performed and results are delivered to the customer. Each test is considered an arrangement with the customer and is a separate performance obligation. Payment is generally received in advance from the customer. Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal. Prescription revenues were 89 87 The Company accrues an estimate of fees, including direct and indirect remuneration (“DIR”) fees, which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction of revenue at the time revenue is recognized. Changes in the estimate of such fees are recorded as an adjustment to revenue when the change becomes known. The following table disaggregates net revenue by categories: Schedule of Disaggregates Net Revenue by Categories 2022 2021 For the Years Ended December 31, 2022 2021 Prescription revenue $ 36,288,366 $ 33,828,219 340B contract revenue 3,789,781 2,803,859 Testing revenue 1,915,471 4,320,657 Rent and other revenue 2,560 1,555 Subtotal 41,996,178 40,954,290 PBM fees (1,394,319 ) (2,098,508 ) Sales returns — (3,202 ) Revenues, net $ 40,601,859 $ 38,852,580 Grant Revenue Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company is eligible for refundable employee retention credits (“ERCs”) subject to certain conditions which were met during the year ended December 31, 2022. In connection with the ERCs, the Company adopted a policy to recognize the ERCs when earned and report the amounts as grant revenue in accordance with FASB ASC 958-605. Accordingly, the Company recorded approximately $ 2.1 1.6 0.3 |
Cost of Revenue | Cost of Revenue Cost of pharmacy revenue is derived based upon vendor purchases relating to prescriptions sold, cost of testing supplies for tests administered to patients, and point-of-sale scanning information for non-prescription sales and is adjusted based on periodic inventories. All other costs related to revenues are expensed as incurred. |
DIR Fees | DIR Fees The Company reports DIR fees as a reduction of revenue on the accompanying Consolidated Statements of Operations. DIR fees are fees charged by PBMs to pharmacies for network participation as well as periodic reimbursement reconciliations. For some PBMs, DIR fees are charged at the time of the settlement of a pharmacy claim. Other PBMs do not determine DIR fees at the claim settlement date, and therefore DIR fees are collected from pharmacies after claim settlement, often as clawbacks of reimbursements based on factors that vary from plan to plan. For example, two PBMs calculate DIR fees on a trimester basis and charge the Company for these fees as reductions of reimbursements paid to the Company two to three months after the end of the trimester (e.g., DIR fees for January – April 2022 claims were charged by these PBMs in July – August 2022). For DIR fees that are not collected at the time of claim settlement, the Company records an accrued liability at each reporting date for estimated DIR fees that are expected to be collected by the PBMs in a future period. The estimated liability for these fees is highly subjective and the actual amount collected may differ from the accrued liability. The uncertainty of management’s estimates is due to inadequate disclosure to the Company by the PBMs as to exactly how these fees are calculated either at the time the DIR fees are actually assessed and reported to the Company. The detail level of the disclosure of assessed DIR fees varies based on the information provided by the PBM. |
Vendor Concentrations | Vendor Concentrations The Company had significant concentrations with one vendor. The purchases from this significant vendor were 95 96 |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling expenses primarily consist of salaries, contract labor, occupancy costs, and expenses directly related to operations. General and administrative costs include advertising, insurance, professional fees, and depreciation and amortization. |
Advertising | Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Advertising expense was approximately $ 0.3 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The Company uses the Black-Scholes and Monte Carlo Simulation models to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Stock-based compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s policy is to recognize forfeitures as they occur. |
Stock Warrants | Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Consolidated Statements of Operations. The fair value of the warrants issued in the Private Placement transaction was estimated using a Monte Carlo simulation approach (see Note 14). Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – Expenses of Offering |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Progressive Care Inc., RXMD Therapeutics and PharmcoRx 1103 are taxed as C corporations. Pharmco 901 and Pharmco 1002 are taxed as partnerships, wherein each member is responsible for the tax liability, if any, related to its proportionate share of Pharmco 901 and Pharmco 1002’s taxable income. Progressive Care Inc. has a 100 There was no expire in various years through 2038 100 The Company accounts for uncertainty in income taxes by recognizing a tax position in the consolidated financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company records interest and penalties related to tax uncertainties, if any, as income tax expense. Based on management’s evaluation, the Company does not believe it has any uncertain tax positions for the years ended December 31, 2022 and 2021. |
(Loss) Earnings per Share | (Loss) Earnings per Share Basic (loss) earnings per share (“EPS”) is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding during the year, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the year including stock warrants, using the treasury stock method (by using the average stock price for the year to determine the number of shares assumed to be purchased from the exercise of stock warrants), and convertible debt, using the if converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The following are dilutive common stock equivalents during the years ended: Schedule of Dilutive Common Stock Equivalents December 31, 2022 December 31, 2021 Convertible debt 709,478 487,248 Stock warrants 576,923 — Total 1,286,401 487,248 Dilutive c ommon stock equivalents 1,286,401 487,248 The following table presents the calculation of basic and diluted EPS: Schedule of Basic and diluted EPS 2022 2021 Years Ended December 31, 2022 2021 Net (loss) income attributable to Common Shareholders $ (6,445,176 ) $ 217,993 Basic weighted average common shares outstanding 2,911,684 2,603,203 Potentially dilutive common shares — 487,248 Diluted weighted average common shares outstanding 2,911,684 3,090,451 Basic weighted average (loss) earnings per common share $ (2.21 ) $ 0.08 Diluted weighted average (loss) earnings per common share $ (2.21 ) $ 0.07 |
Paycheck Protection Program Loan | Paycheck Protection Program Loan The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. The Company treated the PPP loan as indebtedness, which was extinguished and recorded as a gain on debt extinguishment when legally released by the primary obligor. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Debt In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which among other things, simplifies the accounting models for the allocation of proceeds attributable to the issuance of a convertible debt instrument. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (i) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (ii) a convertible debt instrument was issued at a substantial premium. The standard became effective for the Company in the first quarter of 2022 and did not have a material effect on the Company’s consolidated financial statements. |
Accounting Pronouncements Issued but not yet Adopted | Accounting Pronouncements Issued but not yet Adopted Income Taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is required to be adopted for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2023. We expect that the adoption of the standard will not have a material impact on our consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which introduces an impairment model based on expected, rather than incurred, losses. Additionally, it requires expanded disclosures regarding (a) credit risk inherent in a portfolio and how management monitors the portfolio’s credit quality; (b) management’s estimate of expected credit losses; and (c) changes in estimates of expected credit losses that have taken place during the period. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” This ASU clarifies receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” This ASU clarifies various scoping and other issues arising from ASU 2016-13. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments.” This ASU improves the Codification and amends the interaction of Topic 842 and Topic 326. ASU 2016-13 and related amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt this accounting standards update effective January 1, 2023. The Company has not yet quantified the impact of ASU 2016-13 on its consolidated financial statements. However, it is not expected to have a material effect on the Company’s consolidated financial statements. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements. |
Subsequent Events | Subsequent Events Management has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 30, 2023, the date the consolidated financial statements were available to be issued. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Billing Concentrations | Schedule of Billing Concentrations 2022 2021 Years Ended December 31, 2022 2021 A 56 % 59 % B 36 % 31 % C 5 % 5 % |
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Description Estimated Useful Life Building 40 Building improvements Remaining life of the building Leasehold improvements and fixtures Lesser of estimated useful life or life of lease Furniture and equipment 5 Computer equipment and software 3 Vehicles 3 5 |
Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following tables presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of: Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ — $ — Description Level 1 Level 2 Level 3 Balance at Derivative Liabilities $ — $ — $ 221,900 $ 221,900 |
Schedule Fair Value Assets and Liabilities Recurring Basis Using Significant Unobservable Inputs Level 3 | The following table is a roll forward from December 31, 2021 to December 31, 2022 of the opening and closing balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Schedule Fair Value Assets and Liabilities Recurring Basis Using Significant Unobservable Inputs Level 3 Derivative Liabilities Balance December 31, 2021 $ 221,900 Total losses for the period: Changes in fair value 3,322,500 New derivatives 8,042,000 Transfers out (11,586,400 ) Balance December 31, 2022 $ - |
Schedule of Disaggregates Net Revenue by Categories | The following table disaggregates net revenue by categories: Schedule of Disaggregates Net Revenue by Categories 2022 2021 For the Years Ended December 31, 2022 2021 Prescription revenue $ 36,288,366 $ 33,828,219 340B contract revenue 3,789,781 2,803,859 Testing revenue 1,915,471 4,320,657 Rent and other revenue 2,560 1,555 Subtotal 41,996,178 40,954,290 PBM fees (1,394,319 ) (2,098,508 ) Sales returns — (3,202 ) Revenues, net $ 40,601,859 $ 38,852,580 |
Schedule of Dilutive Common Stock Equivalents | The following are dilutive common stock equivalents during the years ended: Schedule of Dilutive Common Stock Equivalents December 31, 2022 December 31, 2021 Convertible debt 709,478 487,248 Stock warrants 576,923 — Total 1,286,401 487,248 Dilutive c ommon stock equivalents 1,286,401 487,248 |
Schedule of Basic and diluted EPS | Schedule of Basic and diluted EPS 2022 2021 Years Ended December 31, 2022 2021 Net (loss) income attributable to Common Shareholders $ (6,445,176 ) $ 217,993 Basic weighted average common shares outstanding 2,911,684 2,603,203 Potentially dilutive common shares — 487,248 Diluted weighted average common shares outstanding 2,911,684 3,090,451 Basic weighted average (loss) earnings per common share $ (2.21 ) $ 0.08 Diluted weighted average (loss) earnings per common share $ (2.21 ) $ 0.07 |
Accounts Receivable _ Trade, _2
Accounts Receivable – Trade, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at: Schedule of Accounts Receivable December 31, 2022 December 31, 2021 Gross accounts receivable – trade $ 3,875,686 $ 2,395,048 Less: Allowance for doubtful accounts (203,900 ) (207,200 ) Accounts receivable – trade, net $ 3,671,786 $ 2,187,848 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment, Net | Property and equipment, net consisted of the following at: Schedule of Property And Equipment, Net December 31, 2022 December 31, 2021 Building $ 1,651,069 $ 1,651,069 Building improvements 513,075 507,238 Furniture and equipment 423,829 330,291 Leasehold improvements and fixtures 276,614 276,614 Vehicles 251,715 81,633 Land 184,000 184,000 Computer equipment and software 101,230 101,230 Total 3,401,532 3,132,075 Less: accumulated depreciation (818,779 ) (708,578 ) Property and equipment, net $ 2,582,753 $ 2,423,497 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following at: Schedule of Intangible Assets December 31, 2022 December 31, 2021 Trade names $ 362,000 $ 362,000 Pharmacy records 263,000 263,000 Non-compete agreements 166,000 166,000 Software 86,424 — Website 67,933 67,933 Subtotal 945,357 858,933 Less accumulated amortization (818,661 ) (782,566 ) Net intangible assets $ 126,696 $ 76,367 Software not yet placed in service — 76,424 Total intangible assets, net $ 126,696 $ 152,791 |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets Year Amount 2023 48,772 2024 30,390 2025 17,285 2026 17,285 2027 12,964 Total $ 126,696 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following at: Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 Accounts payable – trade $ 6,517,496 $ 4,677,555 Accrued payroll and payroll taxes 228,957 143,074 Accrued DIR fees 500,589 712,002 Accrued legal fees — 306,588 Other accrued liabilities 137,294 160,815 Total $ 7,384,336 $ 6,000,034 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following at: Schedule of Notes Payable December 31, 2022 December 31, 2021 A. Convertible notes payable and accrued interest - collateralized $ 2,837,910 $ 2,143,891 B. Mortgage note payable - commercial bank - collateralized 1,225,913 1,307,562 C. Note payable - uncollateralized 25,000 25,000 D. Notes payable - collateralized 137,017 52,231 Insurance premiums financing 70,302 68,164 Subtotal 4,296,142 3,596,848 Less: unamortized debt discount (1,820,585 ) (198,677 ) Less: unamortized debt issuance costs — (575 ) Less: unamortized investment length premium — (86,618 ) Total 2,475,557 3,310,978 Less: current portion of notes payable (226,931 ) (202,184 ) Long-term portion of notes payable $ 2,248,626 $ 3,108,794 |
Schedule of Future Principle Maturities | Principal outstanding at December 31, 2022, is expected to be repayable as follows: Schedule of Future Principle Maturities Year Amount 2023 $ 226,931 2024 121,119 2025 114,412 2026 118,623 2027 123,590 Thereafter 3,591,467 Total $ 4,296,142 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease Obligations | |
Schedule of Lease Costs Associated with All Leases | The Company recognized lease costs associated with all leases as follows: Schedule of Lease Costs Associated with All Leases 2022 2021 For the Years Ended December 31, 2022 2021 Operating lease cost: Fixed rent expense $ 191,573 $ 380,972 Finance lease cost: Amortization of right-of-use assets 31,655 33,344 Interest expense 3,097 6,482 Total lease costs $ 226,325 $ 420,798 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2022 2021 For the Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 159,609 $ 199,070 Financing cash flows from finance leases 40,465 60,807 Total cash paid for lease liabilities $ 200,074 $ 259,877 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets, net $ 446,180 $ 595,790 Operating lease liabilities: Current portion 200,314 149,744 Long-term portion 278,602 469,665 Weighted average remaining lease term (years) 3.11 4.01 Weighted average discount rate 4.8 % 4.8 % Finance leases: Finance lease right-of-use assets, net 53,814 87,156 Finance lease liabilities: Current portion 33,616 33,976 Long-term portion 24,198 57,814 Weighted average remaining lease term (years) 1.89 2.78 Weighted average discount rate 4.4 % 4.0 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Year Finance Lease Operating Lease Total Future Lease Commitments 2023 $ 35,662 $ 181,787 $ 217,449 2024 20,142 144,583 164,725 2025 5,035 134,933 139,968 2026 — 53,459 53,459 Total lease payments to be paid 60,839 514,762 575,601 Less: future interest expense (3,025 ) (35,846 ) (38,871 ) Lease liabilities 57,814 478,916 536,730 Less: current maturities (33,616 ) (200,314 ) (233,930) Long-term portion of lease liabilities $ 24,198 $ 278,602 $ 302,800 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumption | The fair value of options granted was determined using the following weighted-average assumptions as of grant date. Schedule of Weighted Average Assumption Risk-free interest rate 3.5 % Expected term 10 Expected stock price volatility 120 % Dividend yield 0 % |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Vested Stock Option Granted | Schedule of Vested Stock Option Granted Number Outstanding Weighted Average Weighted Average Balance outstanding at December 31, 2021 — $ — — Granted 40,000 $ 5.80 8.83 Exercised — $ — — Forfeited — $ — — Cancelled — $ — — Balance outstanding at December 31, 2022 40,000 $ 5.80 8.83 Options exercisable at December 31, 2022 40,000 $ 5.80 8.83 Weighted average fair value of options granted during the year $ 5.80 8.83 |
Warrants Liabilities (Tables)
Warrants Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants Liabilities | |
Summary of Monte Carlo Simulation Model | The Company’s warrants were valued on the applicable dates using the Monte Carlo Simulation Model. Significant inputs into this technique at measurement dates are as follows: Summary of Monte Carlo Simulation Model August 30, 2022 (1) December 29, 2022 (2) Fair market value of the Company’s stock (3) $ 4.40 $ 6.00 Exercise price $ 4.00 $ 4.00 Stock price $ 4.00 $ 4.00 Term (4) 5 5 Expected life (5) 5 5 Volatility 90 % 90 % Risk-free interest rate (6) 3.3 % 4.0 % Warrants measurement input 3.3 % 4.0 % (1) Date of issuance (2) Measurement date prior to reverse stock split (3) The fair value of the stock was determined by using the Company’s closing stock price as reflected in the OTC Markets. (4) The term is the contractual remaining term. (5) The expected life is the contractual term of the warrants. (6) The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term. |
Organization & Nature of Oper_2
Organization & Nature of Operations (Details Narrative) | Nov. 29, 2005 |
PharmCo, LLC [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity method investment ownership percentage | 100% |
Schedule of Billing Concentrati
Schedule of Billing Concentrations (Details) - Accounts Receivable [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pharmacy Benefit Managers A [Member] | ||
Product Information [Line Items] | ||
C | 56% | 59% |
Pharmacy Benefit Managers B [Member] | ||
Product Information [Line Items] | ||
C | 36% | 31% |
Pharmacy Benefit Managers C [Member] | ||
Product Information [Line Items] | ||
C | 5% | 5% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 40 years |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Remaining life of the building |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Lesser of estimated useful life or life of lease |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | $ 221,900 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | $ 221,900 |
Schedule Fair Value Assets and
Schedule Fair Value Assets and Liabilities Recurring Basis Using Significant Unobservable Inputs Level 3 (Details) - Derivative Liabilities on Conversion Feature [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Offsetting Assets [Line Items] | |
Fair value, beginning balance | $ 221,900 |
Included in net income (loss) for the period | 3,322,500 |
New derivatives | 8,042,000 |
Transfers out | (11,586,400) |
Fair value, ending balance |
Schedule of Disaggregates Net R
Schedule of Disaggregates Net Revenue by Categories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Subtotal | $ 41,996,178 | $ 40,954,290 |
Revenues, net | 40,601,859 | 38,852,580 |
Prescription Revenue [Member] | ||
Product Information [Line Items] | ||
Subtotal | 36,288,366 | 33,828,219 |
340B Contract Revenue [Member] | ||
Product Information [Line Items] | ||
Subtotal | 3,789,781 | 2,803,859 |
Testing Revenue [Member] | ||
Product Information [Line Items] | ||
Subtotal | 1,915,471 | 4,320,657 |
Rent and Other Revenue [Member] | ||
Product Information [Line Items] | ||
Subtotal | 2,560 | 1,555 |
PBM Fees [Member] | ||
Product Information [Line Items] | ||
Revenues, net | (1,394,319) | (2,098,508) |
Sales Returns [Member] | ||
Product Information [Line Items] | ||
Revenues, net | $ (3,202) |
Schedule of Dilutive Common Sto
Schedule of Dilutive Common Stock Equivalents (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common stock equivalents | 1,286,401 | 487,248 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common stock equivalents | 709,478 | 487,248 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common stock equivalents | 576,923 |
Schedule of Basic and diluted E
Schedule of Basic and diluted EPS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net (loss) income attributable to Common Shareholders | $ (6,445,176) | $ 217,993 |
Basic weighted average common shares outstanding | 2,911,684 | 2,603,203 |
Potentially dilutive common shares | 487,248 | |
Diluted weighted average common shares outstanding | 2,911,684 | 3,090,451 |
Basic weighted average (loss) earnings per common share | $ (2.21) | $ 0.08 |
Diluted weighted average (loss) earnings per common share | $ (2.21) | $ 0.07 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Reverse stock split | 1-for-200 reverse stock split | ||
Common stock share authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 |
Cash | $ 5,600,000 | ||
Cash equivalents | 0 | $ 0 | |
Allowance for obsolescence | 40,000 | 40,000 | |
Impairment of property and equipment | 0 | 0 | |
Revenue | 41,996,178 | 40,954,290 | |
Grant accounts receivable | 300,000 | ||
Advertising expense | 300,000 | 300,000 | |
Current tax provision | $ 0 | $ 0 | |
Income tax examination, description | expire in various years through 2038 | ||
Net deferred tax asset | 100% | 100% | |
PharmaCo 1001 [Member] | PharmCo [Member] | |||
Product Information [Line Items] | |||
Ownership interest | 100% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 95% | 96% | |
Prescription Revenue [Member] | |||
Product Information [Line Items] | |||
Revenue percentage | 89% | 87% | |
Revenue | $ 36,288,366 | $ 33,828,219 | |
Grant [Member] | |||
Product Information [Line Items] | |||
Employee retention credits | 2,100,000 | ||
Revenue | $ 1,600,000 |
Liquidity and Going Concern C_2
Liquidity and Going Concern Consideration (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated deficit | $ 14,974,113 | $ 8,528,937 | |
Net income loss | $ 5,903,898 | $ (217,993) | |
Principal amount | $ 2,800,000 | ||
Maturity date | Aug. 31, 2027 | ||
Debt stated percentage | 5% | 5% | |
Convertible conversion price | $ 4 | ||
Series B Convertible Preferred Stock [Member] | |||
Private placement transaction | $ 6,000,000 | ||
Transaction offering costs | 600,000 | ||
Offering costs for service rendered and derivative liabilities offering | $ 400,000 |
Private Placement Transaction (
Private Placement Transaction (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Aug. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, convertible, conversion price | $ 4 | ||
Series B Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Series B Convertible Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Transaction offering costs | $ 0.6 | ||
Offering costs for service rendered | 0.4 | ||
Securities Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gross proceeds from sale of shares | $ 6 | ||
Number of shares sold in transaction | 3,000 | ||
Preferred stock, par value | $ 0.001 | ||
Debt instrument, convertible, conversion price | $ 4 | ||
Total transaction offering costs | $ 1 | ||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Gross accounts receivable – trade | $ 3,875,686 | $ 2,395,048 |
Less: Allowance for doubtful accounts | (203,900) | (207,200) |
Accounts receivable – trade, net | $ 3,671,786 | $ 2,187,848 |
Accounts Receivable _ Trade, _3
Accounts Receivable – Trade, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Provision for doubtful accounts | $ 3,300 | $ 209,000 |
Schedule of Property And Equipm
Schedule of Property And Equipment, Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,401,532 | $ 3,132,075 |
Less: accumulated depreciation | (818,779) | (708,578) |
Property and equipment, net | 2,582,753 | 2,423,497 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,651,069 | 1,651,069 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 513,075 | 507,238 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 423,829 | 330,291 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 276,614 | 276,614 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 251,715 | 81,633 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 184,000 | 184,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 101,230 | $ 101,230 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 142,000 | $ 165,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 945,357 | $ 858,933 |
Less accumulated amortization | (818,661) | (782,566) |
Net intangible assets | 126,696 | 76,367 |
Software not yet placed in service | 76,424 | |
Total intangible assets, net | 126,696 | 152,791 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 362,000 | 362,000 |
Pharmacy Records [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 263,000 | 263,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 166,000 | 166,000 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 86,424 | |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 67,933 | $ 67,933 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 48,772 | |
2024 | 30,390 | |
2025 | 17,285 | |
2026 | 17,285 | |
2027 | 12,964 | |
Net intangible assets | $ 126,696 | $ 76,367 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 36,095 | $ 175,865 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable – trade | $ 6,517,496 | $ 4,677,555 |
Accrued payroll and payroll taxes | 228,957 | 143,074 |
Accrued DIR fees | 500,589 | 712,002 |
Accrued legal fees | 306,588 | |
Other accrued liabilities | 137,294 | 160,815 |
Total | $ 7,384,336 | $ 6,000,034 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Subtotal | $ 4,296,142 | $ 3,596,848 |
Less: unamortized debt discount | (1,820,585) | (198,677) |
Less: unamortized debt issuance costs | (575) | |
Less: unamortized investment length premium | (86,618) | |
Total | 2,475,557 | 3,310,978 |
Less: current portion of notes payable | (226,931) | (202,184) |
Long-term portion of notes payable | 2,248,626 | 3,108,794 |
Convertible Notes Payable and Accrued Interest - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 2,837,910 | 2,143,891 |
Mortgage Note Payable - Commercial Bank - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 1,225,913 | 1,307,562 |
Note Payable - Uncollateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 25,000 | 25,000 |
Note Payable - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 137,017 | 52,231 |
Insurance Premium Financing [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | $ 70,302 | $ 68,164 |
Schedule of Future Principle Ma
Schedule of Future Principle Maturities (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 226,931 |
2024 | 121,119 |
2025 | 114,412 |
2026 | 118,623 |
2027 | 123,590 |
Thereafter | 3,591,467 |
Total | $ 4,296,142 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jan. 20, 2022 | Sep. 30, 2022 | Aug. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2019 | Jan. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 29, 2022 | Mar. 06, 2019 | |
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 2,800,000 | |||||||||||||
Debt instrument, interest | 5% | 5% | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||||||||
Notes payable | $ 2,475,557 | $ 3,310,978 | ||||||||||||
Notes payable | 226,931 | 202,184 | ||||||||||||
Extinguishment of debt | 953,228 | 1,054,951 | ||||||||||||
Interest expense | 797,715 | 1,395,617 | ||||||||||||
Other finance costs | 147,622 | |||||||||||||
Change in fair value of the derivative liability | (3,322,500) | 1,821,100 | ||||||||||||
Derivative liabilities | 221,900 | |||||||||||||
Maturity date | Aug. 31, 2027 | |||||||||||||
Convertible conversion price | $ 4 | |||||||||||||
Debt discount | 1,820,585 | 198,677 | ||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 2,000,000 | |||||||||||||
Gain on derivative fair value | $ 284,000 | |||||||||||||
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of the derivative liability | |||||||||||||
Book value of equipment | $ 2,582,753 | 2,423,497 | ||||||||||||
Interest expense, debt | 340,900 | 330,500 | ||||||||||||
Pharmacy Equipment [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Book value of equipment | 38,000 | 55,000 | ||||||||||||
Pharmacy Equipment [Member] | 6 Monthly Payments [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument periodic payment | $ 0 | |||||||||||||
Pharmacy Equipment [Member] | 60 Monthly Payments [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument periodic payment | $ 1,859 | |||||||||||||
NextPlat Investor [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance | 2,800,000 | |||||||||||||
Accrued interest | 47,000 | |||||||||||||
Mortgage Note Payable - Commercial Bank - Collateralized [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, interest | 4.75% | |||||||||||||
Maturity date | Dec. 14, 2028 | |||||||||||||
Secured debt | $ 1,530,000 | |||||||||||||
Repayments of debt | $ 11,901 | |||||||||||||
Note Payable - Collateralized Pharmacy Equipment [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, interest | 6.90% | 6.50% | ||||||||||||
Notes payable | 16,000 | 40,000 | ||||||||||||
Notes payable | 9,000 | 12,000 | ||||||||||||
Debt and lease obligation | $ 85,429 | |||||||||||||
Debt instrument periodic payment | $ 331 | $ 2,015 | ||||||||||||
Book value of equipment | 16,000 | 36,000 | ||||||||||||
Payment for purchase of equipment | $ 29,657 | |||||||||||||
Note Payable - Collateralized [Member] | Pharmacy Equipment [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, interest | 8.78% | |||||||||||||
Notes payable | 90,000 | |||||||||||||
Book value of equipment | 84,000 | |||||||||||||
Payment for purchase of equipment | $ 90,000 | |||||||||||||
Note Payable - Collateralized [Member] | Vehicle [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, interest | 8.29% | |||||||||||||
Notes payable | 22,000 | |||||||||||||
Debt instrument periodic payment | $ 1,143 | |||||||||||||
Book value of equipment | 23,000 | |||||||||||||
Payment for purchase of equipment | $ 25,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible conversion price | $ 4 | |||||||||||||
Iliad Research and Trading LP [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notes payable | 2,144,000 | |||||||||||||
Interest payable | 833,000 | |||||||||||||
Change in fair value of the derivative liability | 1,256,000 | 914,000 | ||||||||||||
Derivative liabilities | $ 1,477,400 | |||||||||||||
Amortization expense | 286,000 | 1,058,615 | ||||||||||||
Iliad Research and Trading LP [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 3,310,000 | |||||||||||||
Debt instrument, interest | 10% | |||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||
Volume of sales conversion | $ 180,000 | |||||||||||||
Iliad Research and Trading LP [Member] | Settlement Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notes payable | $ 46,000 | |||||||||||||
Notes payable | 100,000 | |||||||||||||
Extinguishment of debt | 175,000 | $ 237,000 | ||||||||||||
Reduction amount | 180,000 | |||||||||||||
Interest expense | 100,000 | |||||||||||||
Other finance costs | $ 101,000 | |||||||||||||
Iliad Research and Trading LP [Member] | Settlement Agreement [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Extinguishment of debt | 180,000 | |||||||||||||
Progressive Care Inc [Member] | Settlement Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Extinguishment of debt | $ 175,000 | |||||||||||||
NextPlat Investors [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amortization expense | $ 131,000 | |||||||||||||
Issuance of common stock debt discount shares | 105,000 |
Schedule of Lease Costs Associa
Schedule of Lease Costs Associated with All Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Obligations | ||
Fixed rent expense | $ 191,573 | $ 380,972 |
Amortization of right-of-use assets | 31,655 | 33,344 |
Interest expense | 3,097 | 6,482 |
Total lease costs | $ 226,325 | $ 420,798 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Obligations | ||
Operating cash flows from operating leases | $ 159,609 | $ 199,070 |
Financing cash flows from finance leases | 40,465 | 60,807 |
Total cash paid for lease liabilities | $ 200,074 | $ 259,877 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Obligations | ||
Operating lease right-of-use assets, net | $ 446,180 | $ 595,790 |
Operating lease liabilities: | ||
Current portion | 200,314 | 149,744 |
Long-term portion | $ 278,602 | $ 469,665 |
Weighted average remaining lease term (years) | 3 years 1 month 9 days | 4 years 3 days |
Weighted average discount rate | 4.80% | 4.80% |
Finance lease right-of-use assets, net | $ 53,814 | $ 87,156 |
Finance lease liabilities: | ||
Current portion | 33,616 | 33,976 |
Long-term portion | $ 24,198 | $ 57,814 |
Weighted average remaining lease term (years) | 1 year 10 months 20 days | 2 years 9 months 10 days |
Weighted average discount rate | 4.40% | 4% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Lease, Liability, to be Paid [Abstract] | ||
Finance Lease, 2023 | $ 35,662 | |
Finance Lease, 2024 | 20,142 | |
Finance Lease, 2025 | 5,035 | |
Finance Lease, 2026 | ||
Finance Lease, Total lease payments to be paid | 60,839 | |
Finance Lease, Less: Future interest expense | (3,025) | |
Finance Lease, Lease liabilities | 57,814 | |
Finance Lease, Less: current maturities | (33,616) | $ (33,976) |
Finance Lease, Long-term portion of lease liabilities | 24,198 | 57,814 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
Operating Lease, 2023 | 181,787 | |
Operating Lease, 2024 | 144,583 | |
Operating Lease, 2025 | 134,933 | |
Operating Lease, 2026 | 53,459 | |
Operating Lease, Total lease payments to be paid | 514,762 | |
Operating Lease, Less: Future interest expense | (35,846) | |
Operating Lease, Lease liabilities | 478,916 | |
Operating Lease, Less: current maturities | (200,314) | (149,744) |
Operating Lease, Long-term portion of lease liabilities | 278,602 | $ 469,665 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Total Future Lease Commitments, 2023 | 217,449 | |
Total Future Lease Commitments, 2024 | 164,725 | |
Total Future Lease Commitments, 2025 | 139,968 | |
Total Future Lease Commitments, 2026 | 53,459 | |
Total Future Lease Commitments, Total lease payments to be paid | 575,601 | |
Total Future Lease Commitments, Less: Future interest expense | (38,871) | |
Total Future Lease Commitments, Lease liabilities | 536,730 | |
Total Future Lease Commitments, Less: current maturities | (233,930) | |
Total Future Lease Commitments, Long-term portion of lease liabilities | $ 302,800 |
Lease Obligations (Details Narr
Lease Obligations (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 25, 2025 | Nov. 30, 2023 | Feb. 01, 2021 | Dec. 31, 2020 | May 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||
Lease cost | $ 226,325 | $ 420,798 | |||||
Finance lease, principal payments | 40,465 | 60,807 | |||||
Property, plant and equipment, net | 2,582,753 | 2,423,497 | |||||
Operating lease, payments | $ 159,609 | 199,070 | |||||
Orlando Pharmacy [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Operating lease term | 66 months | ||||||
Lease termination date | February 2026 | ||||||
Operating lease, payments | $ 4,310 | ||||||
North Miami Beach Pharmacy [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Operating lease term | 60 months | ||||||
Lease termination date | August 2026 | ||||||
Operating lease, payments | $ 5,237 | ||||||
Pharmacy Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease cost | $ 115,000 | ||||||
Lessee, finance lease, description | The terms of the lease agreement require monthly payments of $1,678 plus applicable tax over 84 months ending March 2025 including interest at the rate of 6% | ||||||
Property, plant and equipment, net | 38,000 | 55,000 | |||||
Pharmacy Equipment [Member] | Subsequent Event [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Finance lease, principal payments | $ 1,678 | ||||||
Medication Dispensing Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, net | 0 | 0 | |||||
Computer Servers [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease cost | $ 51,000 | ||||||
Lessee, finance lease, description | The terms of the lease agreement require monthly payments of $1,411 plus applicable tax over 36 months ending November 2023 | ||||||
Property, plant and equipment, net | $ 16,000 | $ 32,000 | |||||
Computer Servers [Member] | Subsequent Event [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Finance lease, principal payments | $ 1,411 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 29, 2022 | Aug. 31, 2022 | Aug. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2014 | |
Class of Stock [Line Items] | ||||||
Reverse stock split | 1-for-200 reverse stock split | |||||
Common stock share authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock dividend | $ 541,278 | |||||
Convertible conversion Price | $ 4 | |||||
Securities Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,000 | |||||
Proceeds from Issuance of Private Placement | $ 6,000,000 | |||||
Preferred stock, par value | $ 0.001 | |||||
Convertible conversion Price | $ 4 | |||||
Offering costs, net | $ 1,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Voting Rights | Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding common stock and Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. | |||||
Preferred stock, shares issued | 51 | 0 | 51 | 51 | ||
Preferred stock voting percentage | 50.99% | |||||
Amount for exchange of voting power | $ 20,000 | |||||
Stock exchange for issuance shares | 127,564 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 3,000 | 0 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2,000 | |||||
Preferred stock voting rights shares | 500 |
Schedule of Vested Stock Option
Schedule of Vested Stock Option Granted (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | 282,965 |
Weighted average fair value of options, remaining contractual term | 9 years 8 months 1 day |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number outstanding, beginning balance | |
Weighted average exercise price, beginning balance | $ / shares | |
Granted | 40,000 |
Granted | $ / shares | $ 5.80 |
Weighted average fair value of options granted, remaining contractual term | 8 years 9 months 29 days |
Exercised | |
Forfeited | |
Cancelled | |
Number outstanding, ending balance | 40,000 |
Weighted average exercise price, ending balance | $ / shares | $ 5.80 |
Weighted average fair value of options, remaining contractual term | 8 years 9 months 29 days |
Options exercisable, ending balance | 40,000 |
Weighted average exercise price, option exercisable | $ / shares | $ 5.80 |
Weighted average fair value of options granted, exercisable remaining contractual term | 8 years 9 months 29 days |
Weighted average fair value of options granted, exercise price | $ / shares | $ 5.80 |
Weighted average fair value of options granted, remaining contractual term | 8 years 9 months 29 days |
Schedule of Weighted Average As
Schedule of Weighted Average Assumption (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 3.50% |
Expected term | 10 years |
Expected stock price volatility | 120% |
Dividend yield | 0% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock based compensation | $ 1.9 | $ 0.2 | |||
Stock based compensation stock option granted | 282,965 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 4.40 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 0 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1.1 | $ 1.1 | |||
Unrecognized compensation cost | 188,643 | ||||
Net Amount at Risk by Product and Guarantee, Weighted Average Period Remaining | 2 years 10 months 20 days | ||||
Weighted average remaining contractual life years | 9 years 8 months 1 day | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock based compensation stock option granted | 249,907 | 294,008 | |||
2020 Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock based compensation stock option granted | 40,000 | ||||
Stock based compensation option future issuance | 331,350 | ||||
Weighted average remaining contractual life years | 8 years 9 months 29 days | ||||
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized | 375,000 | ||||
RSUs granted shares | 3,650 |
Summary of Monte Carlo Simulati
Summary of Monte Carlo Simulation Model (Details) | Dec. 29, 2022 $ / shares | [1] | Aug. 30, 2022 $ / shares | [2] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | 4 | 3.3 | |||
Measurement Input, Commodity Market Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price | [3] | $ 6 | $ 4.40 | ||
Measurement Input, Exercise Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price | 4 | 4 | |||
Measurement Input, Share Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price | $ 4 | $ 4 | |||
Measurement InputContractual Remaining Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, term | [4] | 5 years | 5 years | ||
Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, term | [5] | 5 years | 5 years | ||
Measurement Input, Price Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | 90 | 90 | |||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | [6] | 4 | 3.3 | ||
[1]Measurement date prior to reverse stock split[2]Date of issuance[3]The fair value of the stock was determined by using the Company’s closing stock price as reflected in the OTC Markets.[4]The term is the contractual remaining term.[5]The expected life is the contractual term of the warrants.[6]The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term. |
Warrants Liabilities (Details N
Warrants Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 29, 2022 | Aug. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reverse stock split | 1-for-200 reverse stock split | |||
Loss from change in fair value of the derivative warrant liability | $ (3,322,500) | $ 1,821,100 | ||
Placement Warrants [Member] | ||||
Class of warrant or right outstanding | 380,500 | |||
Investor Warrants [Member] | ||||
Class of warrant or right outstanding | 3,000 | |||
Investor Warrants [Member] | Preferred Stock [Member] | ||||
Class of warrant or right outstanding | 2,000 | |||
Placement Agent Warrants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 380,500 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | |||
Warrant [Member] | ||||
Fair value of warrants | $ 6,100,000 | |||
Loss from change in fair value of the derivative warrant liability | $ 2,400,000 | |||
Day one loss due to insufficient authorized shares | $ 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 02, 2022 | May 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Balance outstanding | $ 280,000 | $ 408,000 | ||
Positive Health Alliance, Inc. [Member] | ||||
Loss contingency | $ 407,504 | |||
Settlement amount | $ 407,504 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Debt face amount | $ 2,800,000 | ||
Secured Convertible Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Debt face amount | 2,800,000 | ||
Liad [Member] | |||
Related Party Transaction [Line Items] | |||
Repayment of related party debt | 2,300,000 | ||
NextPlat [Member] | |||
Related Party Transaction [Line Items] | |||
Contribution from related party | 1,000,000 | ||
Fernandez [Member] | |||
Related Party Transaction [Line Items] | |||
Contribution from related party | $ 400,000 | ||
Debt conversion, converted instrument, shares issued | 18,261 | ||
Barreto [Member] | |||
Related Party Transaction [Line Items] | |||
Contribution from related party | $ 400,000 | ||
Debt conversion, converted instrument, shares issued | 18,261 | ||
Next Plat Messrs [Member] | |||
Related Party Transaction [Line Items] | |||
Debt conversion, converted instrument, shares issued | 45,653 | ||
Consulting Arrangement [Member] | Spark Financial Consulting [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly fee amount | $ 16,000 | ||
Repayment of related party debt | 118,769 | ||
Employment Arrangement [Member] | |||
Related Party Transaction [Line Items] | |||
Repayment of related party debt | $ 63,495 | ||
Commission on monthly gross profits percentage | 5% | ||
Employment Arrangement [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly compensation, amount | $ 15,000 | ||
Employment Arrangement [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly compensation, amount | $ 10,000 | ||
Debt Modification Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Debt conversion, converted instrument, shares issued | 105,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3% | |
Contribution amount | $ 2,200 |
Schedule II - Valuation Account
Schedule II - Valuation Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance For Accounts Receivable [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Valuation allowances and reserves, Balance at Beginning of Period | $ 207,200 | $ 105,500 |
Valuation allowances and reserves, Additions Charged (Credited) to Expense | (3,300) | 208,953 |
Valuation allowances and reserves, Net (Deductions) Recoveries | (107,253) | |
Valuation allowances and reserves, Balance at End of Period | 203,900 | 207,200 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Valuation allowances and reserves, Balance at Beginning of Period | 2,297,070 | 2,177,560 |
Valuation allowances and reserves, Additions Charged (Credited) to Expense | ||
Valuation allowances and reserves, Net (Deductions) Recoveries | 1,614,855 | 119,510 |
Valuation allowances and reserves, Balance at End of Period | $ 3,911,925 | $ 2,297,070 |