Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 28, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53012 | |
Entity Registrant Name | FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 0001416876 | |
Entity Tax Identification Number | 90-0687379 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 95 Bulldog Blvd | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32901 | |
City Area Code | (321) | |
Local Phone Number | 725-0090 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,958,288 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 8,661 | $ 12,607 |
Accounts receivable, net | 87,760 | 92,444 |
Deposits | 248,952 | |
Other Current Assets | 1,664 | 206,631 |
Total current assets | 347,037 | 311,682 |
Property, plant and equipment, net | 253,561 | 262,243 |
Operating lease right-of-use assets | 2,358,760 | 2,437,358 |
Deferred tax asset | 111,949 | 111,949 |
Total assets | 3,071,307 | 3,123,232 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,914,431 | 8,410,879 |
Operating lease liabilities, current portion | 304,613 | 299,244 |
Notes payable, current portion | 20,107,597 | 19,217,018 |
Total current liabilities | 29,326,641 | 27,927,141 |
Long term liabilities: | ||
PPP loan payable | 1,283,624 | 1,283,624 |
Operating lease liabilities, non-current portion | 2,364,288 | 4,058,455 |
Convertible notes | ||
Total liabilities | 32,974,553 | 33,269,220 |
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 100,000,000 shares authorized 32,958,288 and 32,958,288 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 32,958 | 32,958 |
Additional paid-in capital | 35,202,143 | 35,369,995 |
Treasury stock, 74,453 common shares, at cost | ||
Accumulated deficit | (65,138,349) | (63,933,006) |
Total stockholders’ equity (deficit) | (29,758,603) | (28,530,052) |
Total liabilities and stockholders’ equity (deficit) | 3,071,307 | 3,123,232 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Series A Convertible Preferred stock; $0.01 par value, 40,000 shares authorized, 147 and 147 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,958,288 | 32,958,288 |
Common stock, shares outstanding | 32,958,288 | 32,958,288 |
Treasury stock, shares | 74,453 | 74,453 |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 40,000 | 40,000 |
Preferred stock, shares issued | 147 | 147 |
Preferred stock, shares outstanding | 147 | 147 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Revenue, net of discounts | $ 6,851 | $ (84,838) |
Cost of sales | ||
Gross (deficit) profit | 6,851 | (84,838) |
Operating expenses | ||
Compensation expense | 107,494 | 186,056 |
Selling, general and administrative expenses | 396,183 | 806,032 |
Total operating expenses | 503,677 | 992,088 |
Operating loss | (496,826) | (1,076,926) |
Other income (expenses) | ||
Gain (loss) on sale of equipment | 2,600 | (6,125) |
Miscellaneous income (expense) | ||
Interest expense, net | (711,116) | (938,000) |
Total other income (expenses), net | (708,516) | (944,125) |
Loss from continuing operations before income taxes | (1,205,342) | (2,021,051) |
Income taxes expense (benefit) | ||
Net loss | (1,205,342) | (2,021,051) |
Preferred stock dividends | (23,208) | (21,594) |
Net loss attributable to common shareholders | $ (1,228,550) | $ (2,042,645) |
Basic and diluted income (loss) per common share | ||
Basic net loss per common share | $ (0.04) | $ (0.06) |
Diluted net loss per common share | $ (0.04) | $ (0.06) |
Basic weighted average common shares outstanding | 32,958,288 | 32,958,288 |
Diluted weighted average common shares outstanding | 32,958,288 | 32,958,288 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2024 - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2023 | $ 32,958 | $ 1 | $ 35,369,995 | $ (63,933,006) | $ (28,530,052) |
Balance, shares at Dec. 31, 2023 | 32,958,288 | 147 | |||
Stock based compensation | |||||
Warrants issued for debt discount | |||||
Proceeds from issuance of Preferred stock | |||||
Dividends payable on Preferred Stock | (23,209) | (23,209) | |||
Net loss | (1,205,342) | (1,205,342) | |||
Balance at Mar. 31, 2024 | $ 32,958 | $ 1 | $ 35,346,786 | $ (65,138,348) | $ (29,758,603) |
Balance, shares at Mar. 31, 2024 | 32,958,288 | 147 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,205,342) | $ (2,021,051) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 8,682 | 13,676 |
Loss on disposition of assets | 82,624 | |
Amortization of debt discount | 57,812 | 427,513 |
Share-based compensation | 35,000 | |
Preferred dividends - accrued | 23,208 | 21,594 |
Provision for bad debts | 861 | 23,866 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,823 | 908,989 |
Other current assets | (43,984) | 3,242 |
(Increase) decrease in leased assets | 78,598 | 132,607 |
Accounts payable and accrued liabilities | 1,070,261 | 367,550 |
(Increase) decrease in lease liabilities | (72,862) | (119,220) |
Net cash provided by (used in) operating activities | (78,943) | (123,610) |
Cash flows from investing activities: | ||
Proceeds from sale of fixed assets | 18,000 | |
Purchase of property and equipment | (3,794) | |
Net cash (used in) provided by investing activities | 14,206 | |
Cash flows from financing activities: | ||
Payments on notes payable | (173,764) | |
Proceeds from issuance of convertible notes | 75,000 | 288,316 |
Net cash provided by (used in) financing activities | 75,000 | 114,552 |
Net change in cash | (3,943) | 5,148 |
Cash, beginning of period | 12,604 | 7,219 |
Cash, end of period | 8,661 | 12,367 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of cash flow information: | ||
Note Payable addition from OID | 18,750 | 258,462 |
Warrants issued for debt discount | 1,672 | |
Common shares issued for convertible notes - inducement | $ 559 | $ 900 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION First Choice Healthcare Solutions, Inc. (“FCHS,” “the Company,” “we,” “our” or “us”) is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare services platforms, comprised of nurse practitioner driven primary care clinics providing services including family primary care, anti-aging, dermatology, weight loss, hormone replacement therapy, functional and genetic testing, nutritional counseling, as well as behavioral health. The unaudited condensed consolidated financial statements of First Choice Healthcare Solutions, Inc., a Delaware The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2024 and for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023, and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on May 13, 2024. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers”, when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Patient Service Revenue Our revenues relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the contractual allowances. Patient receivables are accounts receivables from services provided to patients who have third-party coverage. The Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Three months ended March 31, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (1,228,550 ) $ (2,042,645 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.04 ) $ (0.06 ) Diluted: $ (0.04 ) $ (0.06 ) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2024 2023 March 31, 2024 2023 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 2,224,000 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,826,004,289 444,505,790 Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. Long-lived assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 15 The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) Leases In February 2016, the FASB issued ASC 842, Leases , (“ASC 842”) . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of March 31, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes 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 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of March 31, 2024, and 2023, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
NOTES PAYABLE AND CAPITAL LEASE
NOTES PAYABLE AND CAPITAL LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CAPITAL LEASES | NOTE 3— NOTES PAYABLE AND CAPITAL LEASES Non-Convertible Notes Payable During the years ended December 31, 2022 and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for a total face value of $ 2,076,158 408,000 156,000 310,000 817,521 792,637 792,637 PPP Loans In 2020, the Company and its two subsidiaries received Paycheck Protection Plan (“PPP”) loans under the Cares Act totaling $ 1,386,580 103,618 1,283,624 1,283,624 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) Non-convertible notes payable as of March 31, 2024 and December 31, 2023 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE March 31, December 31, 2024 2023 Notes Payable $ 2,909,119 $ 2,909,119 Note Payable - Equipment - - PPP Loans Payable 1,283,624 1,283,624 Less current portion (2,909,119 ) (2,909,119 ) Long term portion $ 1,283,624 $ 1,283,624 Fees and discounts are deferred and amortized over the life of the related note payable. During the three months ended March 31, 2024 and 2023, the Company recognized a total of $ 0 427,513 0 0 Convertible Notes Payable 10% OID Senior Secured Convertible Notes The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. At March 31, 2024 and December 31, 2023, the balance of 10% notes was $ 5,973,000 5,973,000 1,521,450 1,367,647 144,802 143,211 35% OID Super Priority Senior Secured Convertible Notes During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. At March 31, 2024 and December 31, 2023, the balance of 35% notes was $ 5,600,462 5,600,462 The original issuance discount, deferred financing costs and the relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three months ended March 31, 2024 and 2023, the Company recognized $ 0 23,965 0 1,640 0 2,472 20% OID Senior Secured Convertible Notes Payable During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) The holder shall have the right to convert the 20% Notes and outstanding interest on a Qualified Financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. During the three months ended March 31, 2023, the Company issued 20% Notes with a face value of $ 93,750 18,750 75,000 93,750 187,500 562,000 468,250 45,938 85,000 13,898 1,727 The original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three months ended March 31, 2024 and 2023, the Company recognized $ 57,812 0 559 0 12,171 0 Convertible notes payable are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2024 December 31, 2023 10% OID Senior Convertible Notes Payable, past due, interest at 10 0.75 $ 5,973,000 $ 5,973,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 35 5,600,462 5,600,462 20% OID Senior Convertible Notes Payable, past due, interest at 10 1.00 562,000 468,250 Total 12,135,462 12,041,712 Less: unamortized discounts (45,938 ) - Total $ 12,089,524 $ 12,041,712 Less current portion (12,089,524 ) (12,041,712 ) Long-term portion $ - $ - |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | NOTE 4— LEASES Operating Leases As a result of the adoption of ASC 842 on January 1, 2021, the Company recognized a lease liability which represents the present value of the remaining operating lease payments discounted using our incremental borrowing rate of 5.0 Operating leases consist of an office and a clinic location and have remaining terms of approximately 7 1 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) Maturities of the above lease liabilities are as follows as of March 31, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 226,382 2025 596,224 2026 368,340 2027 377,442 Thereafter 1,426,087 Total Lease Payments 2,994,475 Less Interest (325,574 ) Total Lease Liabilities $ 2,668,901 Less: Current Portion (304,613 ) Long-Term Liabilities $ 2,364,288 Sale/Leaseback On March 31, 2016, the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term. During October 2021, the Company, through the eighteenth judicial circuit court in Brevard County, Florda, received an order approving joint stipulation for alternative resolution to the Company’s real estate lease in Melbourne, Florida. The order terminated the Company’s use of floors three and four of the building immediately, while terminating its right to possession and use of floors one, two and five at December 31, 2021. The order also terminated the existing lease payment schedule, replacing it with the following: ● Payment of $ 50,000 ● The following rent installment payments: SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 II. $ 250,000 III. $ 306,166 IV. $ 275,000 V. $ 31,166 VI. $ 300,000 VII. $ 31,166 Upon receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $ 1,443,498 200,000 1,200,000 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 5 — CAPITAL STOCK Series A Preferred Convertible Stock The Company is authorized to issue 40,000 0.01 Each share of the Series A preferred stock is convertible into 10,000 10 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) In the first quarter of 2024 and the first quarter of 2023, the Company did not issue any shares of Series A preferred stock. As of March 31, 2024 and 2023, the total Series A preferred shares outstanding were 147 141 Common stock During the quarters ended March 31, 2024 and March 31, 2023, the Company did not issue any shares of its common stock. . In connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250 150,000 |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 3 Months Ended |
Mar. 31, 2024 | |
Stock Options Warrants And Restricted Stock Units | |
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 6 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options On March 14, 2012, we adopted our 2011 Incentive Stock Plan (the “2011 Plan”), pursuant to which 500,000 Restricted Stock Units (“RSU”) Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUED Restricted share units as of December 31, 2023 1,357,308 Granted — Forfeited — Unvested restricted shares as of March 31, 2024 1,357,308 During the three months ended March 31, 2024, the Company granted 0 As of March 31, 2024, stock-based compensation related to restricted stock awards of $ 0 Warrants The Company issued 93,750 no 0 1,672 Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2023: 11,774,164 Issued 93,750 Exercised — Expired — Outstanding at March 31, 2024: 11,867,914 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 7 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has a working capital deficit as of March 31, 2024 and has generated recurring net losses since its emergence from bankruptcy in April 2022. During the fiscal quarter ended March 31, 2024, the Company experienced operating losses of approximately $ 1,205,342 78,943 However, in order to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the March 31, 2024 financial statements included in this filing. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers”, when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Patient Service Revenue | Patient Service Revenue Our revenues relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) |
Concentrations of credit risk | Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. |
Accounts receivables | Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the contractual allowances. Patient receivables are accounts receivables from services provided to patients who have third-party coverage. The Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. |
Net loss per share | Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Three months ended March 31, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (1,228,550 ) $ (2,042,645 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.04 ) $ (0.06 ) Diluted: $ (0.04 ) $ (0.06 ) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2024 2023 March 31, 2024 2023 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 2,224,000 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,826,004,289 444,505,790 |
Stock-based compensation | Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. |
Long-lived assets | Long-lived assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 15 The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) |
Leases | Leases In February 2016, the FASB issued ASC 842, Leases , (“ASC 842”) . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. |
Income taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of March 31, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. |
Treasury Stock | Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes 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 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (Unaudited) To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of March 31, 2024, and 2023, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. |
Recent accounting pronouncements | Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC NET LOSS PER COMMON SHARE | Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Three months ended March 31, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (1,228,550 ) $ (2,042,645 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.04 ) $ (0.06 ) Diluted: $ (0.04 ) $ (0.06 ) |
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2024 2023 March 31, 2024 2023 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 2,224,000 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,826,004,289 444,505,790 |
NOTES PAYABLE AND CAPITAL LEA_2
NOTES PAYABLE AND CAPITAL LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE | Non-convertible notes payable as of March 31, 2024 and December 31, 2023 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE March 31, December 31, 2024 2023 Notes Payable $ 2,909,119 $ 2,909,119 Note Payable - Equipment - - PPP Loans Payable 1,283,624 1,283,624 Less current portion (2,909,119 ) (2,909,119 ) Long term portion $ 1,283,624 $ 1,283,624 |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2024 December 31, 2023 10% OID Senior Convertible Notes Payable, past due, interest at 10 0.75 $ 5,973,000 $ 5,973,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 35 5,600,462 5,600,462 20% OID Senior Convertible Notes Payable, past due, interest at 10 1.00 562,000 468,250 Total 12,135,462 12,041,712 Less: unamortized discounts (45,938 ) - Total $ 12,089,524 $ 12,041,712 Less current portion (12,089,524 ) (12,041,712 ) Long-term portion $ - $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of the above lease liabilities are as follows as of March 31, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 226,382 2025 596,224 2026 368,340 2027 377,442 Thereafter 1,426,087 Total Lease Payments 2,994,475 Less Interest (325,574 ) Total Lease Liabilities $ 2,668,901 Less: Current Portion (304,613 ) Long-Term Liabilities $ 2,364,288 |
SCHEDULE OF RENT INSTALLMENT PAYMENTS | SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 II. $ 250,000 III. $ 306,166 IV. $ 275,000 V. $ 31,166 VI. $ 300,000 VII. $ 31,166 |
STOCK OPTIONS, WARRANTS AND R_2
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Options Warrants And Restricted Stock Units | |
SCHEDULE OF RESTRICTED STOCK UNITS ISSUED | Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUED Restricted share units as of December 31, 2023 1,357,308 Granted — Forfeited — Unvested restricted shares as of March 31, 2024 1,357,308 |
SCHEDULE OF STOCK WARRANT ISSUED | Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2023: 11,774,164 Issued 93,750 Exercised — Expired — Outstanding at March 31, 2024: 11,867,914 |
SCHEDULE OF BASIC NET LOSS PER
SCHEDULE OF BASIC NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net loss attributable to First Choice Healthcare Solutions, Inc. | $ (1,228,550) | $ (2,042,645) |
Weighted-average common shares, basic | 32,958,288 | 32,958,288 |
Weighted-average common shares, diluted | 32,958,288 | 32,958,288 |
Basic: | $ (0.04) | $ (0.06) |
Diluted: | $ (0.04) | $ (0.06) |
SCHEDULE OF ANTI-DILUTIVE WEIGH
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,826,004,289 | 444,505,790 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,810,648,817 | 430,902,049 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,774,164 | 11,246,433 |
Incentive Shares Payable Issued With Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,224,000 | 1,000,000 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,357,308 | 1,357,308 |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Entity incorporation, state or country code | DE |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Mar. 31, 2024 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
SCHEDULE OF NON CONVERTIBLE NOT
SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Notes Payable | $ 2,909,119 | $ 2,909,119 |
Note Payable - Equipment | ||
PPP Loans Payable | 1,283,624 | 1,283,624 |
Less current portion | (2,909,119) | (2,909,119) |
Long term portion | $ 1,283,624 | $ 1,283,624 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total | ||
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total | 12,135,462 | 12,041,712 |
Less: unamortized discounts | (45,938) | |
Total | 12,089,524 | 12,041,712 |
Less current portion | (12,089,524) | (12,041,712) |
Long-term portion | ||
Convertible Notes Payable [Member] | 10% OID Senior Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 5,973,000 | 5,973,000 |
Convertible Notes Payable [Member] | 35% OID Senior Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 5,600,462 | 5,600,462 |
Convertible Notes Payable [Member] | 20% OID Senior Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 562,000 | $ 468,250 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
10% OID Senior Secured Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | 10% |
Share price | $ 0.75 | $ 0.75 |
35 % OID Super Priority Senior Secured Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 35% | 35% |
Debt instrument term | 2 years | 2 years |
20% OID Senior Secured Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | 10% |
Share price | $ 1 | $ 1 |
NOTES PAYABLE AND CAPITAL LEA_3
NOTES PAYABLE AND CAPITAL LEASES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Feb. 19, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Notes payable | $ 2,909,119 | $ 2,909,119 | |||||
Loans payable | 1,283,624 | 1,283,624 | |||||
Interest expense from amortization. | 57,812 | $ 427,513 | |||||
Paycheck Protection Plan Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 0 | 0 | |||||
Proceeds from loans | $ 103,618 | $ 1,386,580 | |||||
Amortization of original issuance debt discounts | 0 | 427,513 | |||||
Eighteen Non Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2,076,158 | $ 2,076,158 | |||||
Debt discount | 408,000 | ||||||
Non Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 156,000 | $ 310,000 | $ 817,521 | ||||
Notes payable | $ 792,637 | 792,637 | |||||
10% OID Senior Secured Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument description | The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. | ||||||
Other notes payable | $ 5,973,000 | 5,973,000 | |||||
Accrued interest | 1,521,450 | 1,367,647 | |||||
Interest expense from amortization. | 144,802 | 143,211 | |||||
35 % OID Super Priority Senior Secured Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument description | During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. | ||||||
Other notes payable | 5,600,462 | 5,600,462 | |||||
Interest expense from amortization. | 0 | 23,965 | |||||
Interest expense amortization of debt discounts from warrants. | 0 | 1,640 | |||||
Amortization of debt discounts from warrants | 0 | 2,472 | |||||
20% OID Senior Secured Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | 93,750 | ||||||
Debt discount | 45,938 | 85,000 | |||||
Notes payable | $ 562,000 | 468,250 | |||||
Debt instrument description | During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. | ||||||
Accrued interest | $ 12,171 | 0 | |||||
Warrants exercisable description. | The holder shall have the right to convert the 20% Notes and outstanding interest on a Qualified Financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. | ||||||
Debt discount, net | 18,750 | ||||||
Cash | 75,000 | ||||||
Accrued interest | $ 13,898 | $ 1,727 | |||||
Interest expense from amortization. | 57,812 | 0 | |||||
Amortization of incentive shares | $ 559 | $ 0 | |||||
20% OID Senior Secured Convertible Notes Payable [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Purchase of warrants | 93,750 | ||||||
Common stock, issued | 187,500 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
2024 | $ 226,382 | |
2025 | 596,224 | |
2026 | 368,340 | |
2027 | 377,442 | |
Thereafter | 1,426,087 | |
Total Lease Payments | 2,994,475 | |
Less Interest | (325,574) | |
Total Lease Liabilities | 2,668,901 | |
Less: Current Portion | (304,613) | $ (299,244) |
Long-Term Liabilities | $ 2,364,288 | $ 4,058,455 |
SCHEDULE OF RENT INSTALLMENT PA
SCHEDULE OF RENT INSTALLMENT PAYMENTS (Details) - USD ($) | Feb. 15, 2022 | Feb. 08, 2022 | Jan. 15, 2022 | Jan. 07, 2022 | Dec. 15, 2021 | Nov. 15, 2021 | Oct. 19, 2021 |
Leases | |||||||
Rent installment payment. | $ 31,166 | $ 300,000 | $ 31,166 | $ 275,000 | $ 306,166 | $ 250,000 | $ 200,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 12, 2021 | Mar. 31, 2016 | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 01, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Operating lease payments | 5% | ||||
Lease transaction | the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term. | ||||
Operating lease payments | $ 50,000 | ||||
Lease settlement expense | $ 1,443,498 | ||||
Contractual obligation | $ 200,000 | ||||
Accounts payable | $ 1,200,000 | ||||
Office [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease term | 7 years | ||||
Clinic Location [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease term | 1 year |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Common Stock [Member] | 35% OID Super Priority Convertible Notes 2022 [Member] | |||
Class of Stock [Line Items] | |||
Issuance of common stock | 468,250 | ||
Common Stock [Member] | 35% OID Super Priority Convertible Notes 2023 [Member] | |||
Class of Stock [Line Items] | |||
Issuance of common stock | 150,000 | ||
Series A Preferred Convertible Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 40,000 | ||
Preferred stock, par or stated value per share | $ 0.01 | ||
Series A Preferred Convertible Stock [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion of preferred stock | 10,000 | ||
Series A 10% Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Dividend rate | 10% | ||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 40,000 | 40,000 | |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |
Preferred shares, outstanding | 147 | 147 | 141 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS ISSUED (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted shares units issued, beginning balance | 1,357,308 |
Restricted shares units, granted | |
Restricted shares units, forfeited | |
Restricted shares units issued, ending balance | 1,357,308 |
SCHEDULE OF STOCK WARRANT ISSUE
SCHEDULE OF STOCK WARRANT ISSUED (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, number of shares, beginning balance | 11,774,164 |
Outstanding, number of shares, issued | 93,750 |
Outstanding, number of shares, exercised | |
Outstanding, number of shares, expired | |
Outstanding, number of shares, ending balance | 11,867,914 |
STOCK OPTIONS, WARRANTS AND R_3
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 14, 2012 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants issued | 93,750 | 0 | |
Estimated fair value of warrants issued | $ 0 | $ 1,672 | |
2011 Incentive Stock Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Issuance of common stock reserved | 500,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units | |||
Restricted stock, unamortized | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating losses | $ 1,205,342 | $ 2,021,051 |
Cash outflows from operations | $ 78,943 | $ 123,610 |