Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 5,188,033 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 7,451,770 | $ 6,742,876 |
Accounts receivable – trade, net | 4,304,544 | 3,671,786 |
Receivables - other | 2,018,480 | 2,004,805 |
Inventory, net | 1,263,499 | 713,284 |
Prepaid expenses | 227,035 | 245,983 |
Total Current Assets | 15,265,328 | 13,378,734 |
Property and equipment, net | 2,556,503 | 2,582,753 |
Other Assets | ||
Goodwill | 1,387,860 | 1,387,860 |
Intangible assets, net | 114,511 | 126,696 |
Operating right-of-use assets, net | 409,910 | 446,180 |
Finance right-of-use assets, net | 45,478 | 53,814 |
Deposits | 39,137 | 38,637 |
Total Other Assets | 1,996,896 | 2,053,187 |
Total Assets | 19,818,727 | 18,014,674 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 9,260,404 | 7,384,336 |
Notes payable and accrued interest, net of unamortized debt discount and debt issuance costs | 185,831 | 226,931 |
Operating lease liabilities | 195,791 | 200,314 |
Finance lease liabilities | 29,657 | 33,616 |
Total Current Liabilities | 9,671,683 | 7,845,197 |
Long-term Liabilities | ||
Notes payable, net of current portion | 2,347,801 | 2,248,626 |
Operating lease liabilities, net of current portion | 242,027 | 278,602 |
Finance lease liabilities, net of current portion | 19,502 | 24,198 |
Total Liabilities | 12,281,013 | 10,396,623 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock ($0.0001 par value, 100,000,000 shares authorized; 3,358,301 and 3,347,440 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | 66,948 | 66,947 |
Additional paid-in capital | 22,575,215 | 22,525,214 |
Accumulated deficit | (15,104,452) | (14,974,113) |
Total Stockholders’ Equity | 7,537,714 | 7,618,051 |
Total Liabilities and Stockholders’ Equity | 19,818,727 | 18,014,674 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred Stock, value | $ 3 | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,358,301 | 3,347,440 |
Common stock, shares outstanding | 3,358,301 | 3,347,440 |
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 | 3,000 |
Preferred stock, shares outstanding | 3,000 | 3,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 11,391,944 | $ 10,050,995 |
Cost of revenue | 8,245,259 | 7,670,390 |
Gross profit | 3,146,685 | 2,380,605 |
Operating expenses | ||
Selling, general and administrative expenses | 3,123,790 | 2,553,962 |
Bad debt expense (recovery) | 9,100 | (37,800) |
Total operating expenses | 3,132,890 | 2,516,162 |
Income (loss) from operations | 13,795 | (135,557) |
Other loss | ||
Change in fair value of derivative liabilities | (953,100) | |
Gain on debt extinguishment | 175,000 | |
Gain on disposal of fixed assets | 11,562 | |
Interest income | 5,666 | |
Interest expense | (149,800) | (459,381) |
Total other loss | (144,134) | (1,225,919) |
Loss before income taxes | (130,339) | (1,361,476) |
Provision for income taxes | ||
Net loss attributable to common shareholders | $ (130,339) | $ (1,361,476) |
Basic and diluted weighted average loss per common share | $ (0.04) | $ (0.50) |
Weighted average number of common shares outstanding during the year – basic and diluted | 3,358,180 | 2,727,482 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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 |
Beginning balance, value at Dec. 31, 2021 | $ 54,487 | $ 8,862,050 | $ (8,528,937) | $ 387,600 | ||
Beginning balance, shares at Dec. 31, 2021 | 51 | 2,724,422 | ||||
Stock-based compensation | $ 348 | 104,652 | 105,000 | |||
Beginning balance, shares | 17,297 | |||||
Net loss | (1,361,476) | (1,361,476) | ||||
Issuance of common stock for services rendered | $ 62 | 20,938 | 21,000 | |||
Beginning balance, shares | 3,094 | |||||
Ending balance, value at Mar. 31, 2022 | $ 54,897 | 8,987,640 | (9,890,413) | (847,876) | ||
Beginning balance, shares at Mar. 31, 2022 | 51 | 2,744,813 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 3 | $ 66,947 | 22,525,214 | (14,974,113) | 7,618,051 | |
Beginning balance, shares at Dec. 31, 2022 | 3,000 | 3,347,440 | ||||
Stock-based compensation | $ 1 | 50,001 | 50,002 | |||
Beginning balance, shares | 10,861 | |||||
Net loss | (130,339) | (130,339) | ||||
Ending balance, value at Mar. 31, 2023 | $ 3 | $ 66,948 | $ 22,575,215 | $ (15,104,452) | $ 7,537,714 | |
Beginning balance, shares at Mar. 31, 2023 | 3,000 | 3,358,301 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (130,339) | $ (1,361,476) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 43,739 | 34,120 |
Change in provision for doubtful accounts | 9,100 | (37,800) |
Stock-based compensation | 60,002 | 126,000 |
Amortization of debt issuance costs and debt discounts | 96,158 | 285,870 |
Amortization of right-of-use assets - finance leases | 8,336 | 8,336 |
Amortization of right-of-use assets - operating leases | 36,270 | 36,738 |
Change in fair value of derivative liability | 953,100 | |
Change in accrued interest on notes payable | 34,408 | 155,268 |
Change in accrued interest on lease liabilities | 5,245 | 4,462 |
Amortization of intangible assets | 12,185 | 8,185 |
Gain on disposal of fixed assets | (11,562) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (378,211) | 276,317 |
Grant receivable | (277,322) | |
Inventory | (550,215) | (33,191) |
Prepaid expenses | 18,948 | (19,701) |
Deposits | (500) | |
Accounts payable and accrued liabilities | 1,884,645 | 670,685 |
Operating lease liabilities | (45,379) | (30,260) |
Net cash provided by operating activities | 827,070 | 1,065,091 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (17,489) | |
Proceeds from disposal of fixed assets | 11,562 | |
Purchase of intangible assets | (10,000) | |
Net cash (used in) provided by investing activities | (17,489) | 1,562 |
Cash flows from financing activities: | ||
Payments of notes payable | (91,068) | (81,602) |
Payments on lease liabilities | (9,619) | (9,619) |
Net cash used in financing activities | (100,687) | (91,221) |
Increase in cash | 708,894 | 975,432 |
Cash at beginning of period | 6,742,876 | 1,412,108 |
Cash at end of period | 7,451,770 | 2,387,540 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 19,234 | 18,242 |
Cash paid for income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt extension fees and other financing costs added to note principal | 100,000 | |
Issuance of common stock for services rendered | $ 2,100 |
Organization & Nature of Operat
Organization & Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization & Nature of Operations | Note 1. Organization & Nature of Operations 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 2. Basis of Presentation and Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2022 Form 10-K, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2022 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of stockholders’ equity and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Certain 2022 financial information has been reclassified to conform to the 2023 presentation. Such reclassifications do not impact the Company’s previously reported financial position or net income (loss). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies The significant accounting policies of the Company were described in Note 3 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2022. There have been no material changes to the Company’s significant accounting policies for the three months ended March 31, 2023. Concentrations The Company had significant concentrations with one vendor. The purchases from this significant vendor were 96 98 Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this guidance effective January 1, 2023 and the adoption had no material impact on our consolidated financial statements and related disclosures. 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 adopted this guidance effective January 1, 2023 and the adoption had no material impact on our consolidated financial statements and related disclosures. On an ongoing basis, the Company will contemplate forward-looking economic conditions in recording lifetime expected credit losses for the Company’s financial assets measured at cost, such as the Company’s trade receivables. Subsequent Events Resignation of Officer On April 29, 2023, Mrs. Birute Norkute resigned from her position as Chief Operating Officer (“COO”) of the Company, effective May 1, 2023. Mrs. Norkute remains engaged with the Company as Operations Manager (“OM”). There has been no modifications to Mrs. Norkute’s compensation or benefits in connection with the change of Mrs. Norkute’s position from COO to OM. Appointment of Officer Effective May 1, 2023, Dr. Pamela Roberts serves as COO of the Company. Prior to her appointment as COO, Dr. Roberts served as the Company’s Director of Pharmacy and Pharmacist in Charge. In connection with such appointment, Dr. Roberts has entered into an employment agreement, which increased her base salary to $ 180,000 in addition to certain other benefits. Securities Purchase Agreement On May 5, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with NextPlat Corp. (“NextPlat”), pursuant to which NextPlat agreed to purchase 455,000 2.20 1.0 0.0001 three-year 2.20 880,000 70,000 50,000 Simultaneous with the closing, the Company entered into a Debt Conversion Agreement (the “DCA”) with NextPlat and the other holders (the “Holders”) of that certain Amended and Restated Secured Convertible Promissory Note, dated as of September 2, 2022, made by the Company in the original face amount of $ 2,790,886 2,887,229 2.20 1,312,379 570,599 228,240 228,240 three-year 2.20 At the same time, the Company and NextPlat entered into a First Amendment (the “Amendment”) to that certain Securities Purchase Agreement dated November 16, 2022 (the “Debenture Purchase Agreement”). Under the Debenture Purchase Agreement, the Company agreed to issue, and NextPlat agreed to purchase, from time to time during the three-year term of the Debenture Purchase Agreement, up to an aggregate of $ 10.0 2.20 Dawson James Securities, Inc. (the “Placement Agent”) served as placement agent for the Unit Purchase. In consideration for the Placement Agent’s services, the Company issued to the Placement Agent and its affiliates warrants to purchase 91,000 five-year 2.20 In addition, the Company issued 330,000 190,000 30,000 three-year 2.20 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. 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: |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 5. Revenue The Company recognizes pharmacy revenue and 340B contract 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 COVID-19 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 92 86 The Company accrues an estimate of pharmacy benefit manager (“PBM”) 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 2023 2022 Three Months Ended March 31, 2023 2022 Prescription revenue $ 10,440,944 $ 8,605,882 340B contract revenue 1,576,295 387,956 COVID-19 testing revenue 45,456 1,291,017 Rent and other revenue 15 207 Sub total 12,062,710 10,285,062 PBM fees (670,766 ) (234,067 ) Revenues, net $ 11,391,944 $ 10,050,995 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Note 6. Earnings (Loss) per Share The components of basic and diluted earnings (loss) per share (“EPS”) were as follows: Schedule of Basic and Diluted Earnings (Loss) Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Net loss attributable to common shareholders $ (130,339 ) $ (1,361,476 ) Basic weighted average common shares outstanding 3,355,546 2,727,482 Potentially dilutive common shares — — Diluted weighted average common shares outstanding 3,355,546 2,727,482 Basic weighted average loss per common share $ (0.04 ) $ (0.50 ) Diluted weighted average loss per common share $ (0.04 ) $ (0.50 ) |
Accounts Receivable _ Trade, ne
Accounts Receivable – Trade, net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable – Trade, net | Note 7. Accounts Receivable – Trade, net Accounts receivable consisted of the following at: Schedule of Accounts Receivable March 31, 2023 December 31, 2022 Gross accounts receivable – trade $ 4,517,544 $ 3,875,686 Less: allowance for doubtful accounts (213,000 ) (203,900 ) Accounts receivable – trade, net $ 4,304,544 $ 3,671,786 For the three months ended March 31, 2023 and 2022, the Company recognized bad debt expense (recovery) in the amount of approximately $ 9,000 (38,000) 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. Accounts receivable – trade, net as of January 1, 2022 and March 31, 2022 were approximately $ 2.2 1.5 The Company generated reimbursements from three significant PBMs: Schedule of Billing Concentrations Three Months Ended March 31, 2023 2022 A 53 % 57 % B 37 % 35 % C 7 % 5 % Concentration risk percentage 7 % 5 % |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 8. Property and Equipment, net Property and equipment, net consisted of the following: Schedule of Property And Equipment, Net March 31, 2023 December 31, 2022 Building $ 1,651,069 $ 1,651,069 Building improvements 513,075 513,075 Furniture and equipment 441,318 423,829 Leasehold improvements and fixtures 276,614 276,614 Vehicles 251,715 251,715 Land 184,000 184,000 Computer equipment 101,230 101,230 Total 3,419,021 3,401,532 Less: accumulated depreciation (862,518 ) (818,779 ) Property and equipment, net $ 2,556,503 $ 2,582,753 Depreciation expense for the three months ended March 31, 2023 and 2022 was approximately $ 52,000 42,000 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9. Intangible Assets Intangible assets consisted of the following at: Schedule of Intangible Assets March 31, 2023 December 31, 2022 Trade names $ 362,000 $ 362,000 Pharmacy records 263,000 263,000 Non-compete agreements 166,000 166,000 Software 86,424 86,424 Website 67,933 67,933 Subtotal 945,357 945,357 Less accumulated amortization (830,846 ) (818,661 ) Net intangible assets $ 114,511 $ 126,696 Amortization of intangible assets amounted to approximately $ 12,000 8,000 Schedule of Estimated Amortization Expense for Intangible Assets Year Amount 2023 (remaining nine months) $ 36,587 2024 30,390 2025 17,285 2026 17,285 2027 12,964 Total $ 114,511 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 10. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at: Schedule of Accounts Payable and Accrued Liabilities March 31, 2023 December 31, 2022 Accounts payable – trade $ 7,940,209 $ 6,517,496 Accrued payroll and payroll taxes 317,100 228,957 Accrued DIR fees 552,031 500,589 Other accrued liabilities 451,064 137,294 Total $ 9,260,404 $ 7,384,336 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11. Notes Payable Notes payable consisted of the following at: Schedule of Notes Payable March 31, 2023 December 31, 2022 A. Convertible note payable and accrued interest - collateralized $ 2,872,318 $ 2,837,910 B. Mortgage note payable - commercial bank - collateralized 1,204,689 1,225,913 C. Note payable - uncollateralized 25,000 25,000 D. Notes payable - collateralized 123,596 137,017 Insurance premiums financing 32,456 70,302 Subtotal 4,258,059 4,296,142 Less: unamortized debt discount (1,724,427 ) (1,820,585 ) Total 2,533,632 2,475,557 Less: current portion of notes payable (185,831 ) (226,931 ) Long-term portion of notes payable $ 2,347,801 $ 2,248,626 The corresponding notes payable above are more fully discussed below: (A) Convertible Note Payable – collateralized NextPlat Investors In August 2022, the Company entered into the Modification Agreement with the NextPlat investors wherein the terms were modified for an 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 $ 2.9 81,000 1.7 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 are amortized to interest expense over the term of the related debt using the straight-line method. Total amortization expense for the three months ended March 31, 2023 was approximately $ 96,000 (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 4.75 December 14, 2028 11,901 (C) Note Payable – Uncollateralized As of March 31, 2023 and December 31, 2022, 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 48 monthly payments 2,015 6.5 10,000 16,000 11,000 16,000 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 . During September 2021, pharmacy equipment was returned since the installation was cancelled and the note was amended. The amended promissory note payable requires 46 monthly payments of $ 331 , including interest at 6.9 %. The balance outstanding as of March 31, 2023 and December 31, 2022 on the note payable was approximately $ 8,300 and $ 9,000 , respectively. 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 . The terms of the promissory note payable require 60 monthly payments of $ 1,859 , including interest at 8.78 % starting January 2023. The balance outstanding on the note payable was approximately $ 86,000 and $ 90,000 as of March 31, 2023 and December 31, 2022, respectively. 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 . The terms of the promissory note payable require 24 monthly payments of $ 1,143 , including interest at 8.29 % starting October 2022. The balance outstanding on the note payable was approximately $ 19,000 and $ 22,000 as of March 31, 2023 and December 31, 2022, respectively. Principal outstanding as of March 31, 2023, is expected to be repayable as follows: Schedule of Future Principle Maturities Year Amount 2023 (remaining nine months) $ 154,440 2024 121,126 2025 114,419 2026 118,630 2027 123,597 Thereafter 3,625,847 Total $ 4,258,059 Interest expense on these notes payable, exclusive of debt discount and debt issue cost amortization, was approximately $ 51,000 173,000 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
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 Company has 10,000,000 On August 30, 2022, pursuant to a SPA with NextPlat, the Company sold 3,000 units wherein each unit is made up of one share of Series B Convertible Preferred Stock, $ 0.001 par value, and Investor Warrants. Each warrant entitles the holder to purchase one share of Series B Convertible Preferred Stock at an exercise price of $ 2,000 . The Investor Warrants may also be exercised, in whole or in part, by means of a cashless exercise. The Series B Convertible Preferred Stock has a stated value of $ 2,000 per share and each Preferred Stock share has the equivalent voting rights of 500 common stock shares. Each share of Series B Convertible Preferred Stock is convertible at any time at the option of the holder into shares of the Company’s common stock determined by dividing the stated value by the conversion price which is $ 4.00 . As of March 31, 2023 and December 31, 2022, 100,000 0.001 9,900,000 0.001 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 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13. Stock-Based Compensation For the three months ended March 31, 2023 and 2022, the Company recorded total stock-based compensation expense of approximately $ 60,000 126,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. 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 $ 407,504 407,504 190,000 280,000 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions On February 1, 2023, the Company entered into a Management Services Agreement with NextPlat Corp to provide certain management and administrative services to the Company for $ 25,000 50,000 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 million. In connection with the Note Purchase, NextPlat, Messrs. Fernandez and Barreto and the other purchasers of the Note entered into a Debt Modification Agreement with the Company. In consideration of the concessions in the Debt Modification Agreement, the Company issued 105,000 shares of its common stock to the purchasers of the Note, of which NextPlat, Messrs. Fernandez and Barreto, received 45,653 , 18,261 , and 18,261 shares, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Concentrations | Concentrations The Company had significant concentrations with one vendor. The purchases from this significant vendor were 96 98 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this guidance effective January 1, 2023 and the adoption had no material impact on our consolidated financial statements and related disclosures. 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 adopted this guidance effective January 1, 2023 and the adoption had no material impact on our consolidated financial statements and related disclosures. On an ongoing basis, the Company will contemplate forward-looking economic conditions in recording lifetime expected credit losses for the Company’s financial assets measured at cost, such as the Company’s trade receivables. |
Subsequent Events | Subsequent Events Resignation of Officer On April 29, 2023, Mrs. Birute Norkute resigned from her position as Chief Operating Officer (“COO”) of the Company, effective May 1, 2023. Mrs. Norkute remains engaged with the Company as Operations Manager (“OM”). There has been no modifications to Mrs. Norkute’s compensation or benefits in connection with the change of Mrs. Norkute’s position from COO to OM. Appointment of Officer Effective May 1, 2023, Dr. Pamela Roberts serves as COO of the Company. Prior to her appointment as COO, Dr. Roberts served as the Company’s Director of Pharmacy and Pharmacist in Charge. In connection with such appointment, Dr. Roberts has entered into an employment agreement, which increased her base salary to $ 180,000 in addition to certain other benefits. Securities Purchase Agreement On May 5, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with NextPlat Corp. (“NextPlat”), pursuant to which NextPlat agreed to purchase 455,000 2.20 1.0 0.0001 three-year 2.20 880,000 70,000 50,000 Simultaneous with the closing, the Company entered into a Debt Conversion Agreement (the “DCA”) with NextPlat and the other holders (the “Holders”) of that certain Amended and Restated Secured Convertible Promissory Note, dated as of September 2, 2022, made by the Company in the original face amount of $ 2,790,886 2,887,229 2.20 1,312,379 570,599 228,240 228,240 three-year 2.20 At the same time, the Company and NextPlat entered into a First Amendment (the “Amendment”) to that certain Securities Purchase Agreement dated November 16, 2022 (the “Debenture Purchase Agreement”). Under the Debenture Purchase Agreement, the Company agreed to issue, and NextPlat agreed to purchase, from time to time during the three-year term of the Debenture Purchase Agreement, up to an aggregate of $ 10.0 2.20 Dawson James Securities, Inc. (the “Placement Agent”) served as placement agent for the Unit Purchase. In consideration for the Placement Agent’s services, the Company issued to the Placement Agent and its affiliates warrants to purchase 91,000 five-year 2.20 In addition, the Company issued 330,000 190,000 30,000 three-year 2.20 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregates Net Revenue by Categories | The following table disaggregates net revenue by categories: Schedule of Disaggregates Net Revenue by Categories 2023 2022 Three Months Ended March 31, 2023 2022 Prescription revenue $ 10,440,944 $ 8,605,882 340B contract revenue 1,576,295 387,956 COVID-19 testing revenue 45,456 1,291,017 Rent and other revenue 15 207 Sub total 12,062,710 10,285,062 PBM fees (670,766 ) (234,067 ) Revenues, net $ 11,391,944 $ 10,050,995 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) Per Share | Schedule of Basic and Diluted Earnings (Loss) Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Net loss attributable to common shareholders $ (130,339 ) $ (1,361,476 ) Basic weighted average common shares outstanding 3,355,546 2,727,482 Potentially dilutive common shares — — Diluted weighted average common shares outstanding 3,355,546 2,727,482 Basic weighted average loss per common share $ (0.04 ) $ (0.50 ) Diluted weighted average loss per common share $ (0.04 ) $ (0.50 ) |
Accounts Receivable _ Trade, _2
Accounts Receivable – Trade, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at: Schedule of Accounts Receivable March 31, 2023 December 31, 2022 Gross accounts receivable – trade $ 4,517,544 $ 3,875,686 Less: allowance for doubtful accounts (213,000 ) (203,900 ) Accounts receivable – trade, net $ 4,304,544 $ 3,671,786 |
Schedule of Billing Concentrations | The Company generated reimbursements from three significant PBMs: Schedule of Billing Concentrations Three Months Ended March 31, 2023 2022 A 53 % 57 % B 37 % 35 % C 7 % 5 % Concentration risk percentage 7 % 5 % |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment, Net | Property and equipment, net consisted of the following: Schedule of Property And Equipment, Net March 31, 2023 December 31, 2022 Building $ 1,651,069 $ 1,651,069 Building improvements 513,075 513,075 Furniture and equipment 441,318 423,829 Leasehold improvements and fixtures 276,614 276,614 Vehicles 251,715 251,715 Land 184,000 184,000 Computer equipment 101,230 101,230 Total 3,419,021 3,401,532 Less: accumulated depreciation (862,518 ) (818,779 ) Property and equipment, net $ 2,556,503 $ 2,582,753 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following at: Schedule of Intangible Assets March 31, 2023 December 31, 2022 Trade names $ 362,000 $ 362,000 Pharmacy records 263,000 263,000 Non-compete agreements 166,000 166,000 Software 86,424 86,424 Website 67,933 67,933 Subtotal 945,357 945,357 Less accumulated amortization (830,846 ) (818,661 ) Net intangible assets $ 114,511 $ 126,696 |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets Year Amount 2023 (remaining nine months) $ 36,587 2024 30,390 2025 17,285 2026 17,285 2027 12,964 Total $ 114,511 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Accounts payable – trade $ 7,940,209 $ 6,517,496 Accrued payroll and payroll taxes 317,100 228,957 Accrued DIR fees 552,031 500,589 Other accrued liabilities 451,064 137,294 Total $ 9,260,404 $ 7,384,336 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following at: Schedule of Notes Payable March 31, 2023 December 31, 2022 A. Convertible note payable and accrued interest - collateralized $ 2,872,318 $ 2,837,910 B. Mortgage note payable - commercial bank - collateralized 1,204,689 1,225,913 C. Note payable - uncollateralized 25,000 25,000 D. Notes payable - collateralized 123,596 137,017 Insurance premiums financing 32,456 70,302 Subtotal 4,258,059 4,296,142 Less: unamortized debt discount (1,724,427 ) (1,820,585 ) Total 2,533,632 2,475,557 Less: current portion of notes payable (185,831 ) (226,931 ) Long-term portion of notes payable $ 2,347,801 $ 2,248,626 |
Schedule of Future Principle Maturities | Principal outstanding as of March 31, 2023, is expected to be repayable as follows: Schedule of Future Principle Maturities Year Amount 2023 (remaining nine months) $ 154,440 2024 121,126 2025 114,419 2026 118,630 2027 123,597 Thereafter 3,625,847 Total $ 4,258,059 |
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% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||||||
May 05, 2023 | May 01, 2023 | Sep. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 16, 2022 | Aug. 31, 2022 | |
Product Information [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Original face amount | $ 2,800,000 | |||||||
Conversion price | $ 4 | |||||||
Placement Agent Warrants [Member] | ||||||||
Product Information [Line Items] | ||||||||
Shares issued | 91,000 | |||||||
Immediately exercisable term | 5 years | |||||||
Warrant exercisable per share | $ 2.20 | |||||||
Inducement Warrants [Member] | ||||||||
Product Information [Line Items] | ||||||||
Immediately exercisable term | 3 years | |||||||
Warrant exercisable per share | $ 2.20 | |||||||
Warrants existing | 330,000 | |||||||
Securities Purchase Agreement [Member] | Next Plat [Member] | Convertible Debt [Member] | ||||||||
Product Information [Line Items] | ||||||||
Secured convertible debentures | $ 10,000,000 | |||||||
Debt Conversion Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Warrant exercisable per share | $ 2.20 | |||||||
Common stock | $ 2,887,229 | |||||||
Original face amount | $ 2,790,886 | |||||||
Conversion price | $ 2.20 | $ 2.20 | ||||||
Issued upon conversion | 1,312,379 | |||||||
Debt Conversion Agreement [Member] | Warrant [Member] | ||||||||
Product Information [Line Items] | ||||||||
Immediately exercisable term | 3 years | |||||||
Debt Conversion Agreement [Member] | Next Plat [Member] | ||||||||
Product Information [Line Items] | ||||||||
Issued upon conversion | 570,599 | |||||||
Charles M Fernandez [Member] | Inducement Warrants [Member] | ||||||||
Product Information [Line Items] | ||||||||
Shares issued | 190,000 | |||||||
Charles M Fernandez [Member] | Debt Conversion Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Issued upon conversion | 228,240 | |||||||
Rodney Barreto [Member] | Inducement Warrants [Member] | ||||||||
Product Information [Line Items] | ||||||||
Shares issued | 30,000 | |||||||
Rodney Barreto [Member] | Debt Conversion Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Issued upon conversion | 228,240 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Shares issued | 455,000 | |||||||
Share price | $ 2.20 | |||||||
Aggregate purchase price | $ 1,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Immediately exercisable term | 3 years | |||||||
Warrant exercisable per share | $ 2.20 | |||||||
Common stock | $ 880,000 | |||||||
Placement agent commission | 70,000 | |||||||
Legal fees | $ 50,000 | |||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Base salary | $ 180,000 | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 96% | 98% |
Schedule of Disaggregates Net R
Schedule of Disaggregates Net Revenue by Categories (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Sub total | $ 12,062,710 | $ 10,285,062 |
Revenues, net | 11,391,944 | 10,050,995 |
Prescription Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sub total | 10,440,944 | 8,605,882 |
340B Contract Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sub total | 1,576,295 | 387,956 |
COVID-19 testing revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sub total | 45,456 | 1,291,017 |
Rent and Other Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sub total | 15 | 207 |
Pharmacy Benefit Managers Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net | $ (670,766) | $ (234,067) |
Revenue (Details Narrative)
Revenue (Details Narrative) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Prescription Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue percentage | 92% | 86% |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders | $ (130,339) | $ (1,361,476) |
Basic weighted average common shares outstanding | 3,355,546 | 2,727,482 |
Potentially dilutive common shares | ||
Diluted weighted average common shares outstanding | 3,355,546 | 2,727,482 |
Basic weighted average loss per common share | $ (0.04) | $ (0.50) |
Diluted weighted average loss per common share | $ (0.04) | $ (0.50) |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Gross accounts receivable – trade | $ 4,517,544 | $ 3,875,686 |
Less: allowance for doubtful accounts | (213,000) | (203,900) |
Accounts receivable – trade, net | $ 4,304,544 | $ 3,671,786 |
Schedule of Billing Concentrati
Schedule of Billing Concentrations (Details) - Accounts Receivable [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Pharmacy Benefit Managers A [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 53% | 57% |
Pharmacy Benefit Managers B [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 37% | 35% |
Pharmacy Benefit Managers C [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 7% | 5% |
Accounts Receivable _ Trade, _3
Accounts Receivable – Trade, net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Receivables [Abstract] | ||
Provision for doubtful accounts | $ 9,000 | $ (38,000) |
Accounts receivables | $ 2,200,000 | $ 1,500,000 |
Schedule of Property And Equipm
Schedule of Property And Equipment, Net (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,419,021 | $ 3,401,532 |
Less: accumulated depreciation | (862,518) | (818,779) |
Property and equipment, net | 2,556,503 | 2,582,753 |
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 | 513,075 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 441,318 | 423,829 |
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 | 251,715 |
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 ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 52,000 | $ 42,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 945,357 | $ 945,357 |
Less accumulated amortization | (830,846) | (818,661) |
Net intangible assets | 114,511 | 126,696 |
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 | 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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining nine months) | $ 36,587 | |
2024 | 30,390 | |
2025 | 17,285 | |
2026 | 17,285 | |
2027 | 12,964 | |
Net intangible assets | $ 114,511 | $ 126,696 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 12,185 | $ 8,185 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable – trade | $ 7,940,209 | $ 6,517,496 |
Accrued payroll and payroll taxes | 317,100 | 228,957 |
Accrued DIR fees | 552,031 | 500,589 |
Other accrued liabilities | 451,064 | 137,294 |
Total | $ 9,260,404 | $ 7,384,336 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Subtotal | $ 4,258,059 | $ 4,296,142 |
Less: unamortized debt discount | (1,724,427) | (1,820,585) |
Total | 2,533,632 | 2,475,557 |
Less: current portion of notes payable | (185,831) | (226,931) |
Long-term portion of notes payable | 2,347,801 | 2,248,626 |
Convertible Notes Payable and Accrued Interest - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 2,872,318 | 2,837,910 |
Mortgage Note Payable - Commercial Bank - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 1,204,689 | 1,225,913 |
Note Payable - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 25,000 | 25,000 |
Note Payable - Collateralized [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | 123,596 | 137,017 |
Insurance Premium Financing [Member] | ||
Short-Term Debt [Line Items] | ||
Subtotal | $ 32,456 | $ 70,302 |
Schedule of Future Principle Ma
Schedule of Future Principle Maturities (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining nine months) | $ 154,440 |
2024 | 121,126 |
2025 | 114,419 |
2026 | 118,630 |
2027 | 123,597 |
Thereafter | 3,625,847 |
Total | $ 4,258,059 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 2,800,000 | ||||||||||
Maturity date | Aug. 31, 2027 | ||||||||||
Debt instrument, interest | 5% | ||||||||||
Convertible conversion price | $ 4 | ||||||||||
Debt discount | $ 1,724,427 | $ 1,820,585 | |||||||||
Notes payable | 2,533,632 | 2,475,557 | |||||||||
Net book value | 2,556,503 | 2,582,753 | |||||||||
Notes Payable, Current | 185,831 | 226,931 | |||||||||
Interest expense, debt | 51,000 | $ 173,000 | |||||||||
NextPlat Investors [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Issuance of common stock debt discount shares | 105,000 | ||||||||||
Amortization expense | 96,000 | ||||||||||
NextPlat Investors [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Outstanding balance | 2,900,000 | ||||||||||
Accrued interest | 81,000 | ||||||||||
Mortgage Note Payable - Commercial Bank - Collateralized [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Maturity date | Dec. 14, 2028 | ||||||||||
Debt instrument, interest | 4.75% | ||||||||||
Secured debt | $ 1,530,000 | ||||||||||
Repayments of debt | $ 11,901 | ||||||||||
Note Payable - Collateralized Pharmacy Equipment [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest | 6.90% | 6.50% | |||||||||
Debt and lease obligation | $ 85,429 | ||||||||||
Debt Instrument, Frequency of Periodic Payment | 48 monthly payments | ||||||||||
Debt instrument, payment | $ 331 | $ 2,015 | |||||||||
Notes payable | 10,000 | 16,000 | |||||||||
Net book value | 11,000 | 16,000 | |||||||||
Payments to Acquire Machinery and Equipment | $ 29,657 | ||||||||||
Notes Payable, Current | 8,300 | 9,000 | |||||||||
Note Payable - Collateralized [Member] | Pharmacy Equipment [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest | 8.78% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | 60 monthly payments | ||||||||||
Debt instrument, payment | $ 1,859 | ||||||||||
Payments to Acquire Machinery and Equipment | $ 90,000 | ||||||||||
Notes Payable, Current | 86,000 | 90,000 | |||||||||
Note Payable - Collateralized [Member] | Vehicles [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest | 8.29% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | 24 monthly payments | ||||||||||
Debt instrument, payment | $ 1,143 | ||||||||||
Notes payable | $ 19,000 | $ 22,000 | |||||||||
Payments to Acquire Machinery and Equipment | $ 25,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 1 Months Ended | ||||
Dec. 29, 2022 | Aug. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | |
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, shares authorized | 10,000,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Undesignated preferred stock, shares authorized | 9,900,000 | 9,900,000 | |||
Undesignated preferred stock, par value | $ 0.001 | $ 0.001 | |||
Securities Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 3,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2,000 | ||||
Voting rights | 500 | ||||
Debt Instrument, Convertible, Conversion Price | $ 4 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock based compensation | $ 60,000 | $ 126,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 02, 2022 | May 03, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Balance outstanding | $ 190,000 | $ 280,000 | ||
Positive Health Alliance, Inc. [Member] | ||||
Loss contingency | $ 407,504 | |||
Settlement amount | $ 407,504 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 01, 2023 | Aug. 30, 2022 | Mar. 31, 2023 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 2,800,000 | |||
Next Plat Messrs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 45,653 | |||
Fernandez[Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 18,261 | |||
Barreto [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 18,261 | |||
Secured Convertible Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 2,800,000 | |||
Management Services Agreement [Member] | NextPlat Corp. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management and administrative service fees | $ 25,000 | |||
Management fees paid | $ 50,000 | |||
Debt Modification Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 105,000 |